edsa_s8.htm

S-8 1 edsa_s8.htm FORM S-8 edsa_s8.htm

As filed with the Securities and Exchange Commission on May 31, 2024

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)

Stephen Lemieux

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:

Steven M. Skolnick, Esq.

Michael J. Lerner, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 262-6700

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 67,000 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 (i) the 164,736 Common Shares registered on the Registrant’s Form S-8 filed on January 28, 2020 (Registration No. 333-236121), (ii) the 213,858 Common Shares registered on the Registrant’s Form S-8 filed on April 23, 2021 (Registration No. 333-255485), and (iii) the 197,143 Common Shares registered on the Registrant’s Form S-8 filed on May 24, 2023 (Registration No. 333-272176) (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.

All share amounts referenced above and otherwise in this Registration Statement give effect to a 1-for-7 reverse split of the Common Shares effected on October 11, 2023.

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, 2023 (filed on December 15, 2023);

	·	our Quarterly Reports on Form 10-Q for our fiscal quarters ended December 31, 2023 (filed on February 9, 2024) and March 31, 2024 (filed on May 10, 2024);

	·	our Current Reports on Form 8-K, dated October 10, 2023 (filed on October 11, 2023); dated October 12, 2023 (filed on October 12, 2023), dated October 20, 2023 (filed on October 23, 2023); dated October 25, 2023 (filed on October 26, 2023) and May 30, 2024 (filed on May 30, 2024); 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.

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

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

4/23/2021

10.3

Amendment No. 2 to Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan

8-K

001-37619

10.1

5/24/2023

10.4

Amendment No. 3 to Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan

8-K

001-37619

10.1

5/30/2024

23.1

Consent of Fasken Martineau Dumoulin LLP (included in Exhibit 5.1)

23.2

Consent of Independent Registered Public Accounting Firm

24.1

Power of Attorney (included on signature page)

107

Filing Fee Table

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 31, 2024.

	EDESA BIOTECH, INC.

	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 Stephen Lemieux, 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 in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 Secretary	May 31, 2024
Pardeep Nijhawan	(Principal Executive Officer)

/s/ Stephen Lemieux	Chief Financial Officer	May 31, 2024
Stephen Lemieux	(Principal Financial and Accounting Officer)

/s/ Joan Chypyha	Director	May 31, 2024
Joan Chypyha

/s/ Sean MacDonald	Director	May 31, 2024
Sean MacDonald

/s/ Patrick Marshall	Director	May 31, 2024
Patrick Marshall

/s/ Frank Oakes	Director	May 31, 2024
Frank Oakes

/s/ Charles Olson	Director	May 31, 2024
Charles Olson

/s/ Carlo Sistilli	Chairman of the Board of Directors	May 31, 2024
Carlo Sistilli