8-K

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 30, 2024 

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 30, 2024, Edesa Biotech, Inc. (“the “Company”) held its 2024 annual general and special meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment (the “Plan Amendment”) to the Company’s 2019 Equity Incentive Compensation Plan (the “2019 Plan”) increasing the number of shares available for issuance under the 2019 Plan by 67,000 shares. The Plan Amendment became effective following its approval by the Company’s shareholders.

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, 1,517,529 common shares, or approximately 47% 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, Sean MacDonald, Patrick Marshall, Pardeep Nijhawan, Frank Oakes, 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 2025 or until their successors are duly elected and qualified.

	For		Withheld		Broker Non-Votes
Joan Chypyha		818,559		44,569		654,401
Sean MacDonald		819,376		43,752		654,401
Patrick Marshall		819,174		43,954		654,401
Pardeep Nijhawan, MD		819,448		43,680		654,401
Frank Oakes		790,073		73,055		654,401
Charles Olson, D.Sc.		817,703		45,425		654,401
Carlo Sistilli, CPA, CMA		817,020		46,108		654,401

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
	677,967		122,761		62,400		654,401

Proposal No. 3 – Amendment to 2019 Equity Incentive Compensation Plan

The shareholders approved the amendment to the 2019 Plan to increase the number of shares available for issuance under the 2019 Plan by 67,000 shares as disclosed in the proxy statement for the Annual Meeting, by the following vote.

For		Against		Abstain		Broker Non-Votes
	660,015		151,395		51,718		654,401

Proposal No. 4 – Appointment of MNP LLP as the Company’s Auditors and Independent Registered Public Accounting Firm for the Ensuing Year

Based upon the following votes, the shareholders approved the appointment of MNP LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024.

For		Withheld		Broker Non-Votes
	1,463,707		53,822		N/A

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 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1*	Amendment No. 3 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.

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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 30, 2024	By:	/s/ Stephen Lemieux
	Name:	Stephen Lemieux
	Title:	Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 3 TO

EDESA BIOTECH, INC.

2019 EQUITY INCENTIVE COMPENSATION PLAN

This Amendment No. 3 to the Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan (this “Amendment”) is made and entered into effective as of March 20, 2024 (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 67,000, which represents a number of Common Shares equal to twenty (20) 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”);

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 2024 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) 67,000 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 of Options shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares that are subject to Awards other than Options shall be counted against this limit as one and one-half (1.5) Shares 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 20, 2024.

2.  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.

3.  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.

[Signature Page Follows]

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

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XML

Cover	May 30, 2024
Cover [Abstract]
Entity Registrant Name	EDESA BIOTECH, INC.
Entity Central Index Key	0001540159
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	May 30, 2024
Entity File Number	001-37619
Entity Incorporation State Country Code	Z4
Entity Address Address Line 1	100 Spy Court
Entity Address City Or Town	Markham
Entity Address State Or Province	ON
Entity Address Country	CA
Entity Address Postal Zip Code	L3R 5H6
City Area Code	289
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	800-9600
Trading Symbol	EDSA
Security Exchange Name	NASDAQ
Security 12b Title	Common Shares