0001654954-21-005643.txt : 20210514 0001654954-21-005643.hdr.sgml : 20210514 20210514080246 ACCESSION NUMBER: 0001654954-21-005643 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210514 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210514 DATE AS OF CHANGE: 20210514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Edesa Biotech, Inc. CENTRAL INDEX KEY: 0001540159 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37619 FILM NUMBER: 21921994 BUSINESS ADDRESS: STREET 1: 100 SPY COURT CITY: MARKHAM STATE: A6 ZIP: L3R 5H6 BUSINESS PHONE: (905) 475-1234 MAIL ADDRESS: STREET 1: 100 SPY COURT CITY: MARKHAM STATE: A6 ZIP: L3R 5H6 FORMER COMPANY: FORMER CONFORMED NAME: Stellar Biotechnologies, Inc. DATE OF NAME CHANGE: 20120120 8-K 1 edsa_8k.htm CURRENT REPORT edsa_8k
 

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 14, 2021
 
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 2.02
Results of Operations and Financial Condition.
 
On May 14, 2021, Edesa Biotech, Inc. (the “Company”) issued a press release announcing its financial results for the three-month and six-month periods ended March 31, 2021 (the “Earnings Release”). The full text of the Earnings Release is attached hereto as Exhibit 99.1. The information furnished herein and therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description
 
 
 
 
Press release issued by Edesa Biotech, Inc. dated May 14, 2021.
 
 
 
 
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 14, 2021
By:
/s/ Kathi Niffenegger
 
Name: 
Kathi Niffenegger
 
Title:
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 

 
EX-99.1 2 edsa_ex991.htm PRESS RELEASE edsa_ex991
  Exhibit 99.1
 
  
Edesa Biotech Reports Fiscal 2nd Quarter 2021 Results
 
TORONTO, ON / ACCESSWIRE / May 14, 2021 / Edesa Biotech, Inc. (Nasdaq:EDSA), a clinical-stage biopharmaceutical company focused on inflammatory and immune-related diseases, today reported financial results for the three and six months ended March 31, 2021 and provided an update on its business.
 
The company reported that it has enrolled more than 285 patients in an ongoing Phase 2/3 clinical study of its investigational drug, EB05, as a single-dose treatment for hospitalized COVID-19 patients with or at risk of developing Acute Respiratory Distress Syndrome (ARDS). ARDS is the leading cause of death in COVID-19 patients. The study is being funded in part by a C$14 million reimbursement grant from the Canadian Government. In addition, Edesa completed enrollment of the first cohort of a Phase 2b clinical study evaluating another drug candidate, EB01, as a monotherapy for chronic Allergic Contact Dermatitis. The company is currently performing a blinded interim analysis on EB01. Edesa recently expanded its global rights to the technology that forms the basis of EB01 for all fields of use in humans and animals. During the second fiscal quarter, Edesa raised net cash proceeds of approximately $12.1 million from equity financings and warrant/option exercises.
 
"We achieved another quarter of positive momentum, highlighted by key enrollment milestones in two separate clinical programs, the award of a C$14 million competitive grant announced by the Prime Minister of Canada, and the completion of an over-subscribed equity offering. While the results of our clinical studies will be data-driven, and are subject to regulatory review, we are already preparing to be in position to rapidly advance these studies should the interim results be positive and get these promising treatments in the hands of physicians. With these projects and initiatives in mind, we believe 2021 could be a transformative year for the company,” said Dr. Par Nijhawan, Chief Executive Officer of Edesa Biotech.
 
Edesa's Chief Financial Officer Kathi Niffenegger reported that working capital was significantly bolstered by the federal reimbursement grant and equity financings. At March 31, 2021, Edesa had working capital of $16.80 million. Cash and cash equivalents totaled $10.97 million. Research and development expenditures have largely tracked the company’s accelerated clinical progress.
 
“We have recorded cash reimbursements of approximately $7.2 million under our federal grant. This has allowed us to advance our ARDS project more quickly and significantly offset development costs,” said Ms. Niffenegger.
 
She added, “In the second fiscal quarter, research and development expenditures have been driven by the achievement of development milestones and drug product costs, and have generally shifted earlier than originally estimated due to the rapid pace of enrollment and related activities in our two ongoing clinical trials. Overall project expenditures have been in line with management’s expectations.”
 
Financial Results for the Three Months Ended March 31, 2021
 
There were no revenues for the three months ended March 31, 2021 compared to $0.11 million for the three months ended March 31, 2020, reflecting the winddown and discontinuation of sales of product inventory from legacy operations.
 
 
 
 
Total operating expenses increased by $7.88 million to $9.51 million for the three months ended March 31, 2021 compared to $1.63 million for the same period last year:
 
Research and development expenses increased by $7.48 million to $7.98 million for the three months ended March 31, 2021 compared to $0.50 million for the same period last year primarily due to milestone payments related to advancement of the company’s EB05 clinical program, increased external research expenses related to accelerated activity in ongoing clinical studies, increased investigational drug product expenses and an increase in non-cash share-based compensation. Higher salary and related personnel expenses, increased employee headcount and patent fees also contributed to the increase.
 
General and administrative expenses increased by $0.43 million to $1.54 million for the three months ended March 31, 2021 compared to $1.11 million for the same period last year primarily as a result of higher salary and related personnel expenses. Higher legal and other professional services also contributed to the increase.
 
Total other income increased by $7.22 million to $7.25 million for the three months ended March 31, 2021 compared to $0.03 million for the same period last year primarily due to increased grant income related to the initiation of reimbursements under the company’s federal grant with the Canadian government’s Strategic Innovation Fund.
 
For the three months ended March 31, 2021, Edesa reported a net loss of $2.26 million, or $0.19 per common share, compared to a net loss of $1.49 million, or $0.17 per common share, for the three months ended March 31, 2020.
 
Financial Results for the Six Months Ended March 31, 2021
 
There were no revenues for the six months ended March 31, 2021 compared to $0.22 million for the six months ended March 31,2020, reflecting the winddown and discontinuation of sales of product inventory from legacy operations.
 
Total operating expenses increased by $9.28 million to $12.12 million for the six months ended March 31, 2021 compared to $2.84 million for the same period last year:
 
Research and development expenses increased by $8.32 million to $9.35 million for the six months ended March 31, 2021 compared to $1.03 million for the same period last year primarily due to milestone payments related to advancement of the company’s EB05 clinical program, increased external research expenses related to accelerated activity in ongoing clinical studies, increased investigational drug product expenses and an increase in non-cash share-based compensation. Higher salary and related personnel expenses, increased employee headcount and patent fees also contributed to the increase.
 
General and administrative expenses increased by $0.97 million to $2.77 million for the six months ended March 31, 2021 compared to $1.80 million for the same period last year primarily as a result of higher salary and related personnel expenses, and non-cash share-based compensation. Higher legal and other professional services also contributed to the increase.
  
 
 
 
Total other income increased by $7.19 million to $7.23 million for the six months ended March 31, 2021 compared to $0.04 million for the same period last year primarily due to increased grant income related to the initiation of reimbursements under the company’s federal grant with the Canadian government’s Strategic Innovation Fund.
 
For the six months ended March 31, 2021, Edesa reported a net loss of $4.90 million, or $0.45 per common share, compared to a net loss of $2.58 million, or $0.32 per common share, for the six months ended March 31, 2020.
 
About Edesa Biotech, Inc.
 
Edesa Biotech, Inc. (Nasdaq: EDSA) is a clinical-stage biopharmaceutical company focused on developing innovative treatments for inflammatory and immune-related diseases with clear unmet medical needs. The company’s two lead product candidates, EB05 and EB01, are in later stage clinical studies. EB05 is a monoclonal antibody therapy that the company is developing as a treatment for Acute Respiratory Distress Syndrome (ARDS). ARDS is a life-threatening form of respiratory failure, and the leading cause of death among COVID-19 patients. Edesa is also developing an sPLA2 inhibitor, designated as EB01, as a topical treatment for chronic allergic contact dermatitis (ACD), a common, potentially debilitating condition and occupational illness. EB01 employs a novel, non-steroidal mechanism of action and in two clinical studies has demonstrated statistically significant improvement of multiple symptoms in ACD patients. The company is based in Markham, Ontario, Canada, with a U.S. subsidiary located in Southern California. Sign up for news alerts.
 
Edesa Forward-Looking Statements
 
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," "will," "would," "could," "should," "might," "potential," or "continue" and variations or similar expressions, including statements related to: upcoming milestones in the company's clinical studies, including enrollment milestones and interim readouts for its COVID-19 and dermatitis studies, the company’s preparations to be in position to rapidly advance its clinical studies and the company’s belief that 2021 could be a transformative year. Readers should not unduly rely on these forward-looking statements, which are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as all such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results or future events to differ materially from the forward-looking statements. Such risks include: the ability of Edesa to obtain regulatory approval for or successfully commercialize any of its product candidates, the risk that access to sufficient capital to fund Edesa's operations may not be available or may be available on terms that are not commercially favorable to Edesa, the risk that Edesa's product candidates may not be effective against the diseases tested in its clinical trials, the risk that Edesa fails to comply with the terms of license agreements with third parties and as a result loses the right to use key intellectual property in its business, Edesa's ability to protect its intellectual property, the timing and success of submission, acceptance and approval of regulatory filings, and the impacts of public health crises, such as COVID-19. Many of these factors that will determine actual results are beyond the company's ability to control or predict. For a discussion of further risks and uncertainties related to Edesa's business, please refer to Edesa's public company reports filed with the U.S. Securities and Exchange Commission and the British Columbia Securities Commission. All forward-looking statements are made as of the date hereof and are subject to change. Except as required by law, Edesa assumes no obligation to update such statements.
 
Contact
 
Gary Koppenjan
Edesa Biotech, Inc.
(805) 488-2800 ext. 150
investors@edesabiotech.com
  
 
 
 
 
Condensed Interim Consolidated Statements of Operations
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
Six Months Ended
 
 
 
March 31,
2021
 
 
March 31,
2020
 
 
March 31,
2021
 
 
March 31,
2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 $- 
 $110,516 
 $- 
 $218,316 
 
    
    
    
    
Expenses:
    
    
    
    
Cost of sales
  - 
  10,037 
  - 
  13,815 
Research and development
  7,975,304 
  502,814 
  9,354,958 
  1,030,812 
General and administrative
  1,535,127 
  1,113,917 
  2,769,275 
  1,795,623 
 
    
    
    
    
 
  9,510,431 
  1,626,768 
  12,124,233 
  2,840,250 
 
    
    
    
    
Loss from operations
  (9,510,431)
  (1,516,252)
  (12,124,233)
  (2,621,934)
 
    
    
    
    
Other Income (Loss):
    
    
    
    
Reimbursement grant income
  7,170,465 
  - 
  7,170,465 
  - 
Other income (loss)
  80,779 
  26,616 
  56,969 
  38,765 
 
    
    
    
    
Loss before income taxes
  (2,259,187)
  (1,489,636)
  (4,896,799)
  (2,583,169)
 
    
    
    
    
Income tax expense
  800 
  - 
  800 
  800 
 
    
    
    
    
Net loss
  (2,259,987)
  (1,489,636)
  (4,897,599)
  (2,583,969)
 
    
    
    
    
Exchange differences on translation
  (10,480)
  (39,908)
  92,947 
  (21,794)
 
    
    
    
    
Net comprehensive loss
 $(2,270,467)
 $(1,529,544)
 $(4,804,652)
 $(2,605,763)
 
    
    
    
    
Weighted average number of common shares
  11,641,201 
  8,740,065 
  10,894,441 
  8,118,891 
 
    
    
    
    
Loss per common share - basic and diluted
 $(0.19)
 $(0.17)
 $(0.45)
 $(0.32)
  
 
 
 
 
Condensed Interim Consolidated Balance Sheets
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
March 31,
2021
 
 
September 30,
2020
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
Cash and cash equivalents
 $10,966,194 
 $7,213,695 
Other current assets
  10,452,165 
  890,323 
Non-current assets
  2,583,331 
  2,658,357 
 
    
    
Total Assets
 $24,001,690 
 $10,762,375 
 
    
    
Liabilities, shareholders' equity and temporary equity:
    
    
Current liabilities
 $4,620,135 
 $1,529,857 
Noncurrent liabilities
  108,771 
  124,388 
Temporary equity
  - 
  2,476,955 
Shareholders' equity
  19,272,784 
  6,631,175 
 
    
    
Total liabilities, shareholders' equity and temporary equity
 $24,001,690 
 $10,762,375 
 

 
 
 
 
Condensed Interim Consolidated Statements of Cash Flows
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
 
 
March 31,
2021
 
 
March 31,
2020
 
 
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
 
Net loss
 $(4,897,599)
 $(2,583,969)
Adjustments for non-cash items
  1,248,994 
  393,829 
Change in working capital items
  (6,541,452)
  229,981 
 
    
    
Net cash used in operating activities
  (10,190,057)
  (1,960,159)
 
    
    
Net cash provided by (used in) investing activities
  (4,098)
  42,359 
 
    
    
Net cash provided by financing activities
  13,937,798 
  3,891,801 
 
    
    
Effect of exchange rate changes on cash and cash equivalents
  8,856 
  (14,654)
 
    
    
Increase in cash and cash equivalents during the period
  3,752,499 
  1,959,347 
Cash and cash equivalents, beginning of period
  7,213,695 
  5,030,583 
 
    
    
Cash and cash equivalents, end of period
 $10,966,194 
 $6,989,930 
 

 
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