SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Edesa Biotech, Inc. [ EDSA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/08/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 01/10/2020 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 01/08/2020 | A(6) | 128,722 | A | $3.2(1) | 1,833,066 | I | Held by Lumira Capital II, L.P.(3) | ||
| Common Shares | 01/08/2020 | A(6) | 11,903 | A | $3.2(2) | 169,502 | I | Held by Lumira Capital II (International), L.P.(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Share Warrants (Right to Buy)(4) | $4.8 | 01/08/2020 | A(6) | 96,542 | 07/08/2020 | 07/08/2023 | Common Shares | 96,542 | (1) | 96,542 | I | Held by Lumira Capital II, L.P.(3) | |||
| Common Share Warrants (Right to Buy)(4) | $4.8 | 01/08/2020 | A(6) | 8,928 | 07/08/2020 | 07/08/2023 | Common Shares | 8,928 | (2) | 8,928 | I | Held by Lumira Capital II (International), L.P.(3) | |||
| Common Share Warrants (Right to Buy)(5) | $4 | 01/08/2020 | A(6) | 64,362 | 07/08/2020 | 11/08/2020 | Common Shares | 64,362 | (1) | 64,362 | I | Held by Lumira Capital II, L.P.(3) | |||
| Common Share Warrants (Right to Buy)(5) | $4 | 01/08/2020 | A(6) | 5,952 | 07/08/2020 | 11/08/2020 | Common Shares | 5,952 | (2) | 5,952 | I | Held by Lumira Capital II (International), L.P.(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities are included within 128,722 Common Shares purchased by the reporting person for $3.20 per Common Share. Each Common Share includes the purchase of Class A Warrants to purchase 0.75 of a Common Share, and Class B Warrants to purchase 0.50 of a Common Share. |
| 2. The reported securities are included within 11,903 Common Shares purchased by the reporting person for $3.20 per Common Share. Each Common Share includes the purchase of Class A Warrants to purchase 0.75 of a Common Share, and Class B Warrants to purchase 0.50 of a Common Share. |
| 3. This Form 4 is jointly filed by (i) Lumira Capital II, L.P. ("LCII LP"), (ii) Lumira Capital II (International), L.P. ("LCII INT LP"), (iii) Lumira Capital GP, L.P., (iv) Lumira GP Inc., (v) Lumira GP Holdings Co., and (vi) Lumira Capital Investment Management Inc. Lumira Capital GP, L.P., the general partners of which are Lumira GP Inc. and Lumira GP Holdings Co., is the general partner of LCII LP and LCII INT LP, and each of LCII LP and LCII INT LP is managed by Lumira Capital Investment Management Inc. Mr. van der Velden is an executive officer of Lumira GP Inc., Lumira GP Holdings Co., and Lumira Capital Investment Management Inc. Each of Lumira Capital GP, L.P., Lumira GP Inc., Lumira GP Holdings Co., Lumira Capital Investment Management Inc. and Mr. van der Velden may be deemed to beneficially own the shares held by LCII LP and LCII INT LP, but each disclaim beneficial ownership except to the extent of their pecuniary interest therein, if any. |
| 4. Consists of Class A Warrants to purchase Common Shares. The Class A Warrants are exercisable beginning on July 8, 2020 and expire on July 8, 2023. |
| 5. Consists of Class B Warrants to purchase Common Shares. The Class B Warrants are exercisable beginning on July 8, 2020 and expire on November 8, 2020. |
| 6. Amended to reflect acquisition from the issuer. |
| /s/ Peter van der Velden | 01/10/2020 | |
| /s/ Lumira Cap Inv Mgmt Inc by Vasco Larcina, VP Fin | 01/10/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||