|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
EDESA BIOTECH, INC. (Name of Issuer) |
Common Shares, no par value per share (Title of Class of Securities) |
27966L306 (CUSIP Number) |
Dr. Pardeep Nijhawan c/o Edesa Biotech, Inc., 100 Spy Court Markham, A6, L3R 5H6 (289) 800-9600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 27966L306 |
| 1 |
Name of reporting person
Pardeep Nijhawan Medicine Professional Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,119,981.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For Box 13, based on a total of 6,936,404 Common Shares of the Company outstanding as of February 14, 2025, and an additional 342,865 Common Shares underlying vested warrants and an additional 435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding with respect to this Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 27966L306 |
| 1 |
Name of reporting person
The Digestive Health Clinic Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,013.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For Box 13, based on a total of 6,936,404 Common Shares of the Company outstanding as of February 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 27966L306 |
| 1 |
Name of reporting person
1968160 Ontario Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
53,104.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 27966L306 |
| 1 |
Name of reporting person
The New Nijhawan Family Trust 2015 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
48,914.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For Box 13, based on a total of 6,936,404 Common Shares of the Company outstanding as of February 14, 2025 and an additional 16,305 Common Shares underlying vested warrants that are deemed outstanding with respect to this Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 27966L306 |
| 1 |
Name of reporting person
Pardeep Nijhawan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,596,581.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
For Boxes 8 and 9, consists of 1,119,981 Common Shares beneficially owned by Pardeep Nijhawan Medicine Professional Corporation, 32,013 Common Shares beneficially owned by The Digestive Health Clinic Inc., 53,104 Common Shares beneficially owned by 1968160 Ontario Inc. and 48,914 Common Shares beneficially owned by The New Nijhawan Family Trust 2015.
For Box 14, based on a total of 6,936,404 Common Shares of the Company outstanding as of February 14, 2025, an additional 49,728 Common Shares underlying vested share options, an additional 75,435 Common Shares underlying vested restricted share units, an additional 359,170 Common Shares underlying vested warrants, 435,414 Common Shares underlying Series A -1 Preferred Shares and 132,433 Common Shares underlying Series B-1 Preferred Shares that are beneficially owned and deemed outstanding with respect to this Reporting Person. Excludes 388,400 Common Shares underlying Series B-1 Preferred Shares held by Pardeep Nijhawan which are subject to a 19.99% beneficial ownership blocker as described below in Item 3.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value per share | |
| (b) | Name of Issuer:
EDESA BIOTECH, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
100 SPY COURT, MARKHAM,
ONTARIO, CANADA
, L3R 5H6. | |
Item 1 Comment:
This Amendment No. 8 ("Amendment No. 8") amends and supplements the statement on Schedule 13D jointly filed by (i) Pardeep Nijhawan Medicine Professional Corporation, formed in Ontario, Canada, (ii) The Digestive Health Clinic Inc., formed in Ontario, Canada, (iii) 1968160 Ontario Inc., an Ontario, Canada corporation (iv) The New Nijhawan Family Trust 2015, an Ontario, Canada trust and (v) Dr. Pardeep Nijhawan, an individual on June 17, 2019, as amended by Amendment No. 1 filed on August 19, 2019, as further amended by Amendment No. 2 filed on January 16, 2020, as further amended by Amendment No. 3 filed on September 18, 2020, as further amended by Amendment No. 4 filed on November 8, 2022, as further amended by Amendment No. 5 filed on August 21, 2023, as further amended by Amendment No. 6 filed on January 16, 2024, as further amended by Amendment No. 7 filed on November 1, 2024 (as so amended and supplemented, the "Schedule 13D"), with respect to the common shares, no par value per share (the "Common Shares") of Edesa Biotech, Inc., a British Columbia corporation (the "Company" or the "Issuer"). Except as expressly amended by this Amendment No. 8, the Schedule 13D remains in full force and effect. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby supplemented as follows:
Since the filing of the Schedule 13D/A on November 1, 2024, the Issuer has granted Dr. Pardeep Nijhawan the following restricted share units, which vested in full upon grant: (i) 4,630 restricted share units on November 12, 2024, (ii) 6,420 restricted share units on December 2, 2024, (iii) 8,476 restricted share units on January 6, 2025, and (iv) 8,264 restricted share units on February 3, 2025.
On February 12, 2025, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain purchasers, including Pardeep Nijhawan, pursuant to which the Issuer sold to Pardeep Nijhawan in a private placement, 100 shares (the "Series B-1 Preferred Shares") of the Issuer's newly designated Series B-1 Convertible Preferred Shares, stated value $10,000 per share, which are initially convertible into approximately 520,833 Common Shares (the "Conversion Shares") at a conversion price of $1.92 per Conversion Share.
The Series B-1 Preferred Shares were sold at a purchase price of $10,000 per Series B-1 Preferred Share. The Reporting Person will not have the right to convert any portion of its Series B-1 Preferred Shares if, together with its affiliates, it would beneficially own in excess of 19.99% of the number of Common Shares outstanding immediately after giving effect to such conversion. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Pardeep Nijhawan may be deemed to be the beneficial owner of an aggregate of 1,596,581 Common Shares, comprised of: (i) sole voting and dispositive power of 342,569 Common Shares, comprised of: (a) 84,973 Common Shares, (b) 75,435 Common Shares underlying vested restricted share units, (c) 49,728 Common Shares underlying vested share options and (d) 132,433 Common Shares underlying Series B-1 Preferred Shares that are beneficially owned and deemed outstanding with respect to this Reporting Person; and (ii) shared voting and dispositive power of 1,254,012 Common Shares, comprised of: (a) 341,702 Common Shares, an additional 16,305 Common Shares underlying vested warrants and 435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding held by Pardeep Nijhawan Medicine Professional Corporation, (b) 32,013 Common Shares held by The Digestive Health Clinic Inc., (c) 53,104 Common Shares held by 1968160 Ontario Inc., and (d) 32,609 Common Shares and an additional 16,305 Common Shares underlying vested warrants that are deemed outstanding held by The New Nijhawan Family Trust 2015. Pardeep Nijhawan's holdings exclude 388,400 Common Shares underlying Series B-1 Preferred Shares held by Pardeep Nijhawan, which are subject to a 19.99% beneficial ownership blocker as described in Item 3. Pardeep Nijhawan's holdings represent an aggregate of approximately 19.99% of the Issuer's outstanding Common Shares (based on a total of 6,936,404 Common Shares of the Issuer outstanding as of February 14, 2025, an additional 49,728 Common Shares underlying vested share options, an additional 75,435 Common Shares underlying vested restricted share units, an additional 359,170 Common Shares underlying vested warrants, 435,414 Common Shares underlying Series A-1 Preferred Shares and 132,433 Common Shares underlying Series B-1 Preferred Shares that are beneficially owned and deemed outstanding with respect to this Reporting Person).
As of the date hereof, Pardeep Nijhawan Medicine Professional Corporation may be deemed to be the beneficial owner, with shared voting and dispositive power, of an aggregate of 1,119,981 Common Shares, comprised of: (i) 341,702 Common Shares, (ii) 342,865 Common Shares underlying vested warrants and (iii) 435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding with respect to this Reporting Person. Pardeep Nijhawan Medicine Professional Corporation's holdings represent an aggregate of approximately 14.5% of the Issuer's outstanding Common Shares (based on a total of 6,936,404 Common Shares of the Issuer outstanding as of February 14, 2025, an additional 342,865 Common Shares underlying vested warrants and an additional 435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding with respect to this Reporting Person).
As of the date hereof, The Digestive Health Clinic Inc. may be deemed to be the beneficial owner, with shared voting and dispositive power, of 32,013 Common Shares, representing an aggregate of approximately 0.5% of the Issuer's outstanding Common Shares (based on a total of 6,936,404 Common Shares of the Issuer outstanding as of February 14, 2025).
As of the date hereof, 1968160 Ontario Inc. may be deemed to be the beneficial owner, with shared voting and dispositive power, of 53,104 Common Shares, representing an aggregate of approximately 0.8% of the Issuer's outstanding Common Shares (based on a total of 6,936,404 Common Shares of the Issuer outstanding as of February 14, 2025).
As of the date hereof, The New Nijhawan Family Trust 2015 may be deemed to be the beneficial owner, with shared voting and dispositive power, of an aggregate of 48,914 Common Shares, comprised of: (i) 32,609 Common Shares and (ii) 16,305 Common Shares underlying vested warrants that are deemed outstanding with respect to this Reporting Person. The New Nijhawan Family Trust 2015's holdings represent an aggregate of approximately 0.7% of the Issuer's outstanding Common Shares (based on a total of 6,936,404 Common Shares of the Issuer outstanding as of February 14, 2025 and an additional 16,305 Common Shares underlying vested warrants that are deemed outstanding with respect to this Reporting Person). | |
| (b) | The information contained in Item 5(a) of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5(b). | |
| (c) | Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions with respect to the Common Shares of the Issuer during the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|