As filed with the Securities and Exchange Commission on May 24, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

EDESA BIOTECH, INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
100 Spy Court Markham, Ontario, Canada	L3R 5H6
(Address of principal executive offices)	(Zip Code)

Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan

(Full title of the plan)

Kathi Niffenegger

Chief Financial Officer

c/o Edesa Biotech, Inc.

100 Spy Court

Markham, Ontario, Canada L3R 5H6

(Name and address of agent for service)

(289) 800-9600

(Telephone number, including area code, of agent for service)

Copies to:

Jonathan Friedman, Esq.

Stubbs Alderton & Markiles, LLP

15260 Ventura Boulevard, 20th Floor

Sherman Oaks, CA 91403

(818) 444-4500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Smaller reporting company	☒
Non-accelerated filer	☒	Accelerated filer	☐
		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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Edesa Biotech, Inc., a British Columbia corporation (the “Registrant”), relating to 1,380,000 common shares, no par value per share (the “Common Shares”), issuable under the Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan (the “Plan”), which Common Shares are in addition to the 1,153,147 Common Shares registered on the Registrant’s Form S-8 filed on January 28, 2020 (Registration No. 333-236121) and the 1,497,000 Common Shares registered on the Registrant’s Form S-8 filed on April 23, 2021 (Registration No. 333-255485) (collectively, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents, which previously have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

· our Annual Report on Form 10-K for our fiscal year ended September 30, 2022 (filed on December 16, 2022) as amended by our Annual Report on Form 10-K/A (filed on March 27, 2023);

· our Quarterly Reports on Form 10-Q for our fiscal quarters ended December 31, 2022 (filed on February 10, 2023) and March 31, 2023 (filed on May 11, 2023);

· our Current Reports on Form 8-K, dated November 2, 2022 (filed on November 3, 2022); dated March 27, 2023 (filed on March 27, 2023) and dated May 23, 2023 (filed on May 24, 2023); and

· the description of our Common Shares contained in our Registration Statement on Form 8-A filed with the SEC on November 3, 2015, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.  The Registrant’s file number with the Commission is No. 001-37619.

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Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement:

Exhibit Number		Incorporated by Reference				Filed   Herewith
	Exhibit Description	Form	File Number	Exhibit	Filing Date
5.1	Opinion of Fasken Martineau Dumoulin LLP					X
10.1	Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan	8-K	001-37619	10.1	10/25/2019
10.2	Amendment No. 1 to Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan	8-K	001-37619	10.1	4/22/2021
10.3	Amendment No. 2 to Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan	8-K	001-37619	10.1	5/24/2023
23.1	Consent of Fasken Martineau Dumoulin LLP (included in Exhibit 5.1)					X
23.2	Consent of Independent Registered Public Accounting Firm					X
24.1	Power of Attorney (included on signature page)					X
107	Filing Fee Table					X

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Markham, Province of Ontario, on May 24, 2023.

EDESA BIOTECH, INC.
(Registrant)
By:	/s/ Pardeep Nijhawan
	Pardeep Nijhawan
	Director, Chief Executive Officer and Corporate Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints  Pardeep Nijhawan and Kathi Niffenegger, and each of them, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file a new registration statement under Rule 461 or Instruction E of Form S-8 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Pardeep Nijhawan	Director, Chief Executive Officer and Corporate	May 24, 2023
Pardeep Nijhawan	Secretary (Principal Executive Officer)
/s/ Kathi Niffenegger	Chief Financial Officer	May 24, 2023
Kathi Niffenegger	(Principal Financial and Accounting Officer)
/s/ Joan Chypyha	Director	May 24, 2023
Joan Chypyha
/s/ Sean MacDonald	Director	May 24, 2023
Sean MacDonald
/s/ Patrick Marshall	Director	May 24, 2023
Patrick Marshall
/s/ Frank Oakes	Director	May 24, 2023
Frank Oakes
/s/ Charles Olson	Director	May 24, 2023
Charles Olson
/s/ Carlo Sistilli	Director	May 24, 2023
Carlo Sistilli

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