Edesa Biotech (EDSA) 10-Q 10 Feb 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Dec. 31, 2022	Feb. 09, 2023
Cover [Abstract]
Entity Registrant Name	EDESA BIOTECH, INC.
Entity Central Index Key	0001540159
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		20,058,665
Document Quarterly Report	true
Document Transition Report	false
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
Local Phone Number	800-9600
Security 12b Title	Common Shares, without par value
Trading Symbol	EDSA
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Interim Consolidated

Condensed Interim Consolidated Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2022	Sep. 30, 2022
Current assets:
Cash and cash equivalents	$ 8,270,207	$ 7,090,919
Accounts and other receivable	125,477	1,255,451
Prepaid expenses and other current assets	690,945	745,543
Total current assets	9,086,629	9,091,913
Non-current assets:
Property and equipment, net	11,809	12,694
Long-term deposits	173,891	171,464
Intangible asset, net	2,255,899	2,281,192
Right-of-use assets	146,534	18,465
Total assets	11,674,762	11,575,728
Current liabilities:
Accounts payable and accrued liabilities	1,210,493	2,121,802
Short-term right-of-use lease liabilities	69,911	18,975
Total current liabilities	1,280,404	2,140,777
Non-current liabilities:
Long-term payables	44,280	43,662
Long-term right-of-use lease liabilities	76,622	0
Total liabilities	1,401,306	2,184,439
Shareholders' equity:
Capital shares Authorized unlimited common and preferred shares without par value Issued and outstanding:	44,473,823	42,473,099
Additional paid-in capital	12,417,672	11,176,345
Accumulated other comprehensive loss	(238,669)	(213,602)
Accumulated deficit	(46,379,370)	(44,044,553)
Total shareholders' equity	10,273,456	9,391,289
Total liabilities and shareholders' equity	$ 11,674,762	$ 11,575,728

Condensed Interim Consolidate_2

Condensed Interim Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Dec. 31, 2022	Sep. 30, 2022
Condensed Interim Consolidated Balance Sheets (Unaudited)
Capital Shares, Par Value	$ 0	$ 0
Capital Shares, Issued	19,353,351	16,662,014
Capital Shares, Outstanding	19,353,351	16,662,014

Condensed Interim Consolidate_3

Condensed Interim Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Expenses:
Research and development	$ 1,357,338	$ 3,951,046
General and administrative	1,020,967	1,210,677
Loss from operations	(2,378,305)	(5,161,723)
Other income (loss):
Reimbursement grant income	0	780,257
Interest income	49,429	6,120
Foreign exchange loss	(5,941)	(3,331)
Total Other Income (Loss)	43,488	783,046
Net loss	(2,334,817)	(4,378,677)
Exchange differences on translation	(25,067)	31,849
Net comprehensive loss	$ (2,359,884)	$ (4,346,828)
Weighted average number of common shares	18,387,980	13,351,547
Loss per common share - basic and diluted	$ (0.13)	$ (0.33)

Condensed Interim Consolidate_4

Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (2,334,817)	$ (4,378,677)
Adjustments for:
Depreciation and amortization	27,197	29,752
Share-based compensation	333,675	609,278
Changes in working capital items:
Accounts and other receivable	1,060,378	432,792
Prepaid expenses and other current assets	57,722	(186,584)
Accounts payable and accrued liabilities	(935,250)	285,825
Net cash used in operating activities	(1,791,095)	(3,207,614)
Cash flows from investing activities:
Purchase of property and equipment	0	(3,140)
Net cash used in investing activities	0	(3,140)
Cash flows from financing activities:
Proceeds from issuance of common shares and warrants	3,027,496	1,287,167
Payments for issuance costs of common shares and warrants	(115,721)	(58,663)
Net cash provided by financing activities	2,911,775	1,228,504
Effect of exchange rate changes on cash and cash equivalents	58,608	23,740
Net change in cash and cash equivalents	1,179,288	(1,958,510)
Cash and cash equivalents, beginning of period	7,090,919	7,839,259
Cash and cash equivalents, end of period	$ 8,270,207	$ 5,880,749

Condensed Interim Consolidate_5

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)	Total	Common Shares	Additional Paid-In Capital	Accumulated other comprehensive loss	Retained Earnings (Accumulated Deficit)
Balance, shares at Sep. 30, 2021		13,295,403
Balance, amount at Sep. 30, 2021	$ 13,058,291	$ 34,887,721	$ 4,871,461	$ (205,262)	$ (26,495,629)
Issuance of common shares in equity offering, shares		223,396
Issuance of common shares in equity offering, amount	1,287,167	$ 1,287,167	0	0	0
Issuance costs, amount	(58,663)	(58,663)	0	0	0
Share-based compensation	609,278	0	609,278	0	0
Net loss and comprehensive loss	(4,346,828)	0	0	31,849	(4,378,677)
Balance, amount at Dec. 31, 2021	10,549,245	$ 36,116,225	5,480,739	(173,413)	(30,874,306)
Balance, shares at Dec. 31, 2021		13,518,799
Balance, shares at Sep. 30, 2022		16,662,014
Balance, amount at Sep. 30, 2022	9,391,289	$ 42,473,099	11,176,345	(213,602)	(44,044,553)
Issuance costs, amount	(119,120)	(81,945)	(37,175)	0	0
Share-based compensation	333,675	0	333,675	0	0
Net loss and comprehensive loss	(2,359,884)	$ 0	0	(25,067)	(2,334,817)
Issuance of common shares and warrants in equity offering, shares		2,691,337
Issuance of common shares and warrants in equity offering, amount	3,027,496	$ 2,082,669	944,827	0	0
Balance, amount at Dec. 31, 2022	$ 10,273,456	$ 44,473,823	$ 12,417,672	$ (238,669)	$ (46,379,370)
Balance, shares at Dec. 31, 2022		19,353,351

Nature of Operations

Nature of Operations	3 Months Ended
	Dec. 31, 2022
Nature of Operations
Nature of Operations	1. Nature of Operations Edesa Biotech, Inc. (the Company or Edesa) is a biopharmaceutical company focused on acquiring, developing and commercializing clinical-stage drugs for inflammatory and immune-related diseases with clear unmet medical needs. The Company is organized under the laws of British Columbia, Canada and is headquartered in Markham, Ontario. It operates under its wholly owned subsidiaries, Edesa Biotech Research, Inc., an Ontario, Canada corporation, and Edesa Biotech USA, Inc., a California, USA corporation. The Company’s common shares trade on The Nasdaq Capital Market in the United States under the symbol “EDSA”.

Basis of presentation

Basis of presentation	3 Months Ended
	Dec. 31, 2022
Basis of presentation
2. Basis Of Presentation	2. Basis of Presentation The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q. They do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP for complete financial statements. These unaudited condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, which was filed with the Securities and Exchange Commission (SEC) on December 16, 2022. The accompanying unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. All adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included in the interim periods. Operating results for the three months ended December 31, 2022 are not necessarily indicative of the results that may be expected for other interim periods or the fiscal year ending September 30, 2023. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period or year. Actual results could differ from those estimates. Areas where significant judgment is involved in making estimates are valuation of accounts and other receivable; valuation and useful lives of property and equipment; intangible assets; operating lease right-of-use assets; deferred income taxes; the determination of fair value of share-based compensation; the determination of fair value of warrants in order to allocate proceeds from equity issuances; and forecasting future cash flows for assessing the going concern assumption. Functional and reporting currencies The consolidated financial statements of the Company are presented in U.S. dollars, unless otherwise stated, which is the Company’s and its wholly owned subsidiary’s, Edesa Biotech USA, Inc., functional currency. The functional currency of the Company’s wholly owned subsidiary, Edesa Biotech Research, Inc., as determined by management, is Canadian dollars.

Intangible Assets

Intangible Assets	3 Months Ended
	Dec. 31, 2022
Intangible Assets
Intangible Assets	3. Intangible Assets Acquired License In April 2020, the Company entered into a license agreement with a pharmaceutical development company to obtain exclusive world-wide rights to know-how, patents and data relating to certain monoclonal antibodies (the Constructs), including sublicensing rights. Unless earlier terminated, the term of the license agreement will remain in effect for 25 years from the date of first commercial sale of licensed products containing the Constructs. Subsequently, the license agreement will automatically renew for five-year periods unless either party terminates the agreement in accordance with its terms. Under the license agreement, the Company is exclusively responsible, at its expense, for the research, development manufacture, marketing, distribution and commercialization of the Constructs and licensed products and to obtain all necessary licenses and rights. The Company is required to use commercially reasonable efforts to develop and commercialize the Constructs in accordance with the terms of a development plan established by the parties. The Company has determined that the license has multiple alternative future uses in research and development projects and sublicensing in other countries or for other disease indications. The value of the acquired license is recorded as an intangible asset with amortization over the estimated useful life of 25 years and evaluation for impairment at the end of each reporting period. The required upfront license payment of $2.5 million was paid by issuance of Series A-1 Convertible Preferred Shares, which have been fully converted to common shares. The value of the license includes acquisition legal costs. See Note 5 for license commitments. Intangible assets, net consisted of the following: December 31, 2022 September 30, 2022 The Constructs $ 2,529,483 $ 2,529,483 Less: accumulated amortization (273,584 ) (248,291 ) Total intangible assets, net $ 2,255,899 $ 2,281,192 Amortization expense amounted to $0.03 million for each of the three months ended December 31, 2022 and 2021. Total estimated future amortization of intangible assets for each fiscal year is as follows: Year Ending September 30, 2023 75,879 September 30, 2024 101,172 September 30, 2025 101,172 September 30, 2026 101,172 September 30, 2027 101,172 Thereafter 1,775,332 $ 2,255,899

Right-of-Use Lease with Related

Right-of-Use Lease with Related Party	3 Months Ended
	Dec. 31, 2022
Right-of-Use Lease with Related Party
Right-of-Use Lease with Related Party	4. Right-of-Use Lease with Related Party The Company leases facilities used for executive offices from a related company. The original lease expired in December 2022, and the Company executed a two-year extension through December 2024. The components of right-of-use lease cost were as follows: Three Months Ended December 31, 2022 December 31, 2021 Right-of-use lease cost, included in general and administrative on the Statements of Operations $ 18,898 $ 20,353 Lease terms and discount rates were as follows: December 31, 2022 September 30, 2022 Remaining lease term (months): 24 3 Estimated incremental borrowing rate: 9.2 % 6.5 % The future minimum lease payments under right-of-use leases at December 31, 2022 were as follows: Year Ending September 30, 2023 $ 59,911 September 30, 2024 79,881 September 30, 2025 19,970 Total lease payments 159,762 Less imputed interest 13,229 Present value of right-of-use lease liabilities 146,533 Present value included in current liabilities 69,911 Present value included in long-term liabilities $ 76,622 Cash flow information was as follows: Three Months Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of right-of-use lease liabilities, included in accounts payable and accrued liabilities on the Statements of Cash Flow. $ 18,899 $ 20,354

Commitments

Commitments	3 Months Ended
	Dec. 31, 2022
Commitments
5. Commitments	5. Commitments Research and other commitments The Company has commitments for contracted research organizations who perform clinical trials for the Company’s ongoing clinical studies and other service providers. Approximate aggregate future contractual payments at December 31, 2022 are as follows: Year Ending September 30, 2023 $ 1,889,000 September 30, 2024 373,000 September 30, 2025 47,000 September 30, 2026 35,000 September 30, 2027 11,000 $ 2,355,000 License and royalty commitments In April 2020, through its Ontario subsidiary, the Company entered into a license agreement with a third party to obtain exclusive world-wide rights to certain know-how, patents and data relating to certain monoclonal antibodies (the Constructs), including sublicensing rights. An intangible asset for the acquired license has been recognized. See Note 3 for intangible assets. Under the license agreement, the Company is committed to payments of up to an aggregate amount of $356 million contingent upon meeting certain milestones outlined in the license agreement, primarily relating to future potential commercial approval and sales milestones. The Company also has a commitment to pay royalties based on any net sales of products containing the Constructs in the countries where the Company directly commercializes the products containing the Constructs and a percentage of any sublicensing revenue received by the Company and its affiliates in the countries where it does not directly commercialize the products containing the Constructs. No milestone, royalty or sublicensing payments were made to the third party during the three months ended December 31, 2022 and 2021. In 2016, through its Ontario subsidiary, the Company entered into a license agreement with a third party to obtain exclusive rights to certain know- how, patents and data relating to a pharmaceutical product. The Company will use the exclusive rights to develop the product for therapeutic, prophylactic and diagnostic uses in topical dermal applications and anorectal applications. No intangible assets have been recognized under the license agreement with the third party. Under the license agreement, the Company is committed to payments of various amounts to the third party upon meeting certain milestones outlined in the license agreement, up to an aggregate amount of $18.4 million after deducting $0.14 million that is included in the commitments table above for the year ending September 30, 2023. Upon divestiture of substantially all of the assets of the Company, the Company shall pay the third party a percentage of the valuation of the licensed technology sold as determined by an external objective expert. The Company also has a commitment to pay the third party a royalty based on net sales of the product in countries where the Company, or an affiliate, directly commercializes the product and a percentage of sublicensing revenue received by the Company and its affiliates in the countries where it does not directly commercialize the product. A milestone payment of $0.06 million was made to the third party during the three months ended December 31, 2022 and no milestone payments were made during the three months ended December 31, 2021. No royalty or sublicensing payments were made to the third party during the three months ended December 31, 2022 and 2021. In March 2021, through its Ontario subsidiary, the Company entered into a license agreement with the inventor of the same pharmaceutical product to acquire global rights for all fields of use beyond those named under the 2016 license agreement. A milestone payment of $0.03 million was made during the three months ended December 31, 2021 and no milestone payments were made during the three months ended December 31, 2022. The Company is committed to remaining payments of up to an aggregate amount of $69.1 million, primarily relating to future potential commercial approval and sales milestones. In addition, if the Company fails to file an investigational new drug application or foreign equivalent (IND) for the product within a certain period of time following the date of the agreement, the Company is required to remit to the inventor a fixed license fee annually as long as the requirement to file an IND remains unfulfilled.

Capital shares

Capital shares	3 Months Ended
	Dec. 31, 2022
Capital shares
6. Capital Shares	6. Capital Shares Equity offerings On November 2, 2022, the Company completed a private placement of units consisting of 2,691,337 common shares, Class A warrants to purchase up to an aggregate of 1,345,665 common shares and Class B warrants to purchase up to an aggregate of 1,345,665 common shares. Net proceeds from the offering were $2.91 million, which were allocated between the relative fair values of the common shares (using a fair value of $2.69 million) and the common share purchase warrants (using a total fair value of $1.22 million). The warrants became exercisable December 23, 2022. The Class A warrants have an exercise price of $1.50 per share and will expire on December 23, 2025. The Class B warrants have an exercise price of $1.00 per share and will expire on December 23, 2023. The warrants are considered contracts on the Company’s own shares and are classified as equity. On March 24, 2022, the Company completed a registered direct offering of 1,540,000 common shares, no par value, and pre-funded warrants to purchase up to an aggregate of 1,199,727 common shares. In a concurrent private placement, the Company issued common share purchase warrants to purchase an aggregate of up to 2,739,727 common shares. Net proceeds from the offering were $9.01 million, which were allocated between the relative fair values of the common shares and pre-funded warrants (using a total fair value of $5.87 million) and the common share purchase warrants (using a total fair value of 4.13 million). The common share purchase warrants were immediately exercisable at an exercise price of $3.52 per share and will expire on September 24, 2027. The pre-funded warrants were immediately exercisable at an exercise price of $0.0001 per share and do not expire. The warrants are considered contracts on the Company’s own shares and are classified as equity. In connection with the offering, the Company issued warrants to purchase an aggregate of 191,780 common shares to certain affiliated designees of the placement agent as part of the placement agent’s compensation. The placement agent warrants are exercisable on or after March 24, 2022, at an exercise price of $4.5625 per share, and will expire on March 21, 2027 with a fair value of $0.41 million. Equity distribution agreements On November 22, 2021, the Company entered into an equity distribution agreement with RBC Capital Markets, LLC (RBCCM), as sales agent. Pursuant to the terms of the agreement, as amended March 4, 2022, the Company could offer and sell common shares through an at-the-market equity offering program having an aggregate offering price of up to $15.4 million. During the three months ended December 31, 2021, the Company sold a total of 223,396 common shares pursuant to the agreement for net proceeds of $1.23 million. The distribution agreement was terminated effective March 21, 2022. Black-Scholes option valuation model The Company uses the Black-Scholes option valuation model to determine the fair value of share-based compensation for share options and compensation warrants granted and the fair value of warrants issued. Option valuation models require the input of highly subjective assumptions including the expected price volatility. The Company calculates expected volatility based on historical volatility of the Company’s share price. When there is insufficient data available, the Company uses a peer group that is publicly traded to calculate expected volatility. The Company adopted interest-free rates by reference to the U.S. treasury yield rates. The Company calculated the fair value of share options granted based on the expected life of 5 years considering expected forfeitures during the option term of 10 years. Expected life of warrants is based on warrant terms. The Company did not and is not expected to declare any dividends. Changes in the subjective input assumptions can materially affect the fair value estimates, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s warrants and share options. Warrants A summary of the Company’s warrants activity is as follows: Number of Warrant Shares (#) Weighted Average Exercise Price Three Months Ended December 31, 2022 Balance - September 30, 2022 3,651,953 $ 4.00 Issued 2,691,330 1.25 Balance -December 31, 2022 6,343,283 $ 2.84 Three Months Ended December 31, 2021 Balance - September 30, 2021 and December 31, 2021 720,446 $ 5.69 The weighted average contractual life remaining on the outstanding warrants at December 31, 2022 is 37 months. The following table summarizes information about the warrants outstanding at December 31, 2022: Number of Warrants (#) Exercise Prices Expiry Dates 28,124 $ 15.90 May 2023 563,685 $ 4.80 July 2023 1,345,665 $ 1.00 December 2023 7,484 $ 4.81 June 2024 11,778 $ 3.20 January 2025 109,375 $ 8.00 February 2025 1,345,665 $ 1.50 December 2025 191,780 $ 4.56 March 2027 2,739,727 $ 3.52 September 2027 6,343,283 The fair value of warrants granted during the three months ended December 31, 2022 was estimated using the Black-Scholes option valuation model using the following assumptions: Three Months Ended December 31, 2022 Class A Warrants Class B Warrants Risk free interest rate 4.54 % 4.76 % Expected life 3.14 years 1.14 years Expected share price volatility 90.73 % 89.70 % Expected dividend yield 0.00 % 0.00 % Share Options The Company adopted an Equity Incentive Compensation Plan in 2019 (the 2019 Plan) administered by the independent members of the Board of Directors, which amended and restated prior plans. Options, restricted shares and restricted share units are eligible for grant under the 2019 Plan. At December 31, 2022, the total number of shares available for issuance is 2,625,951 including shares available for the exercise of outstanding options under the 2019 Plan. The remaining number of options available for grant at December 31, 2022 is 418,990. The Company’s 2019 Plan allows options to be granted to directors, officers, employees and certain external consultants and advisers. Under the 2019 Plan, the option term is not to exceed 10 years and the exercise price of each option is determined by the independent members of the Board of Directors. Options granted for directors normally have monthly vesting in equal proportions over 12 months beginning on the grant date. Options granted for employees normally have monthly vesting in equal proportions over 36 months beginning on the grant date. Options granted for new employees normally have monthly vesting in equal proportions over 36 months beginning on the monthly anniversary of the grant date following 90 days of employment. Options have been granted under the 2019 Plan allowing the holders to purchase common shares of the Company as follows: Number of Options (#) Weighted Average Exercise Price Weighted Average Grant Date Fair Value Three Months Ended December 31, 2022 Balance - September 30, 2022 2,203,699 $ 4.66 $ 3.42 Granted 3,500 0.96 0.71 Expired (238 ) 304.08 304.08 Balance - December 31, 2022 2,206,961 $ 4.61 $ 3.39 Three Months Ended December 31, 2021 Balance - September 30, 2021 1,776,219 $ 5.06 $ 3.79 Expired (214 ) 502.68 477.65 Balance - December 31, 2021 1,776,005 $ 5.00 $ 3.73 During the three months ended December 31, 2022, the independent members of the Board of Directors granted 3,500 employee options pursuant to the 2019 Plan. The options have a term of 10 years and an exercise price equal to the Nasdaq closing price on the grant date. The weighted average contractual life remaining on the outstanding options at December 31, 2022 is 93 months. The following table summarizes information about the options under the 2019 Plan outstanding and exercisable at December 31, 2022: Number of Options (#) Exercisable at December 31, 2022 (#) Range of Exercise Prices Expiry Dates 3,499 3,499 $ 35.28 - 93.24 Sep 2023-Mar 2025 296,403 296,403 $ 2.16 Aug 2027-Dec 2028 323,976 311,897 C$ 3.16 Feb 2030 397,000 297,643 $ 7.44 - 8.07 Sep 2030-Oct 2030 682,500 432,081 $ 5.25 - 5.65 Jan 2031-Sep 2031 500,083 202,232 $ 2.94 - 3.71 Feb 2032-Mar 2032 3,500 97 $ 0.96 Dec 2032 2,206,961 1,543,852 The fair value of options granted during the three months ended December 31, 2022 was estimated using the Black-Scholes option valuation model using the following assumptions: Three Months Ended December 31, 2022 Risk free interest rate 3.62 % Expected life 5 years Expected share price volatility 95.30 % Expected dividend yield 0.00 % The Company recorded $0.33 million and $0.61 million of share-based compensation expenses for the three months ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had $0.71 million of unrecognized share-based compensation expense, which is expected to be recognized over a period of 35 months.

Reimbursement Grant Income and

Reimbursement Grant Income and Receivable	3 Months Ended
	Dec. 31, 2022
Reimbursement Grant Income and Receivable
7. Reimbursement Grant Income And Receivable	7. Reimbursement Grant Income and Receivable Reimbursement grant income for the Company’s federal grant with the Canadian government’s Strategic Innovation Fund (SIF) is recorded based on the claim period of eligible costs. At December 31, 2022, all grant reimbursements have been received.

Financial instruments

Financial instruments	3 Months Ended
	Dec. 31, 2022
Financial instruments
8. Financial Instruments	8. Financial Instruments (a) Fair values The Company uses the fair value measurement framework for valuing financial assets and liabilities measured on a recurring basis in situations where other accounting pronouncements either permit or require fair value measurements. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company follows the fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three levels of inputs that may be used to measure fair value: · Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active. · Level 3 - Unobservable inputs for the asset or liability that are supported by little or no market activity. The carrying value of certain financial instruments such as cash and cash equivalents, accounts and other receivable, accounts payable and accrued liabilities approximates fair value due to the short-term nature of such instruments. The fair value of lease obligations on right-of-use assets approximates carrying value due to a fixed lease rate, which represents market rate. (b) Interest rate and credit risk Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in interest rates. The Company does not believe that the results of operations or cash flows would be affected to any significant degree by a significant change in market interest rates, relative to interest rates on cash and cash equivalents due to the short-term nature of these balances. The Company is also exposed to credit risk at period end from the carrying value of its cash and cash equivalents and accounts and other receivable. The Company manages this risk by maintaining bank accounts with Canadian Chartered Banks, U.S. banks believed to be credit worthy and money market mutual funds of U.S. government securities. The Company’s cash is not subject to any external restrictions. The Company assesses the collectability of accounts receivable through a review of the current aging and terms, as well as an analysis of historical collection rates, general economic conditions and credit status of government agencies. Credit risk for reimbursement grant and HST refunds receivable are not considered significant since amounts are due from the Canadian government’s Strategic Innovation Fund (SIF) and the Canada Revenue Agency. (c) Foreign exchange risk The Company and its subsidiary have balances in Canadian dollars that give rise to exposure to foreign exchange (FX) risk relating to the impact of translating certain non-U.S. dollar balance sheet accounts as these statements are presented in U.S. dollars. A strengthening U.S. dollar will lead to a FX loss while a weakening U.S. dollar will lead to a FX gain. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks. At December 31, 2022, the Company and its Canadian subsidiary had assets denominated in Canadian dollars of approximately C$6.78 million and the U.S. dollar exchange rate at this date was equal to 1.355 Canadian dollars. Based on the exposure at December 31, 2022, a 10% annual change in the Canadian/U.S. exchange rate would impact the Company’s loss and other comprehensive loss by approximately $0.5 million. (d) Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty raising liquid funds to meet commitments as they fall due. In meeting its liquidity requirements, the Company closely monitors its forecasted cash requirements with expected cash drawdown.

Loss per share

Loss per share	3 Months Ended
	Dec. 31, 2022
Loss per share
9. Loss Per Share	9. Loss per Share The Company had securities outstanding which could potentially dilute basic EPS in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would have been anti-dilutive.

Related party transactions

Related party transactions	3 Months Ended
	Dec. 31, 2022
Right-of-Use Lease with Related Party
10. Related Party Transactions	10. Related Party Transactions During each of three months ended December 31, 2022 and 2021, the Company paid cash of $0.02 million for right of use lease from a company controlled by the Company’s CEO. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by both parties. On December 31, 2022, the Company executed a two-year lease extension through December 31, 2024 in accordance with the terms of the original lease agreement.

Subsequent Events

Subsequent Events	3 Months Ended
	Dec. 31, 2022
Reimbursement Grant Income and Receivable
Subsequent Events	11. Subsequent Events Subsequent to December 31, 2022 and through the date of this filing, 705,314 shares have been issued upon the exercise of Class A and Class B warrants with proceeds to the Company of $0.77 million.

Basis of preparation (Policies)

Basis of preparation (Policies)	3 Months Ended
	Dec. 31, 2022
Basis of preparation (Policies)
Use Of Estimates	The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period or year. Actual results could differ from those estimates. Areas where significant judgment is involved in making estimates are valuation of accounts and other receivable; valuation and useful lives of property and equipment; intangible assets; operating lease right-of-use assets; deferred income taxes; the determination of fair value of share-based compensation; the determination of fair value of warrants in order to allocate proceeds from equity issuances; and forecasting future cash flows for assessing the going concern assumption.
Functional And Reporting Currencies	The consolidated financial statements of the Company are presented in U.S. dollars, unless otherwise stated, which is the Company’s and its wholly owned subsidiary’s, Edesa Biotech USA, Inc., functional currency. The functional currency of the Company’s wholly owned subsidiary, Edesa Biotech Research, Inc., as determined by management, is Canadian dollars.

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Dec. 31, 2022
Intangible Assets
Intangible Assets	December 31, 2022 September 30, 2022 The Constructs $ 2,529,483 $ 2,529,483 Less: accumulated amortization (273,584 ) (248,291 ) Total intangible assets, net $ 2,255,899 $ 2,281,192
Estimated Future Amortization Of Intagible Assets	Year Ending September 30, 2023 75,879 September 30, 2024 101,172 September 30, 2025 101,172 September 30, 2026 101,172 September 30, 2027 101,172 Thereafter 1,775,332 $ 2,255,899

Right-of-use Lease with Relat_2

Right-of-use Lease with Related Party (Tables)	3 Months Ended
	Dec. 31, 2022
Right-of-Use Lease with Related Party
Lease Cost Components	Three Months Ended December 31, 2022 December 31, 2021 Right-of-use lease cost, included in general and administrative on the Statements of Operations $ 18,898 $ 20,353
Lease Terms And Discount Rates	December 31, 2022 September 30, 2022 Remaining lease term (months): 24 3 Estimated incremental borrowing rate: 9.2 % 6.5 %
Future Minimum Lease Payments	Year Ending September 30, 2023 $ 59,911 September 30, 2024 79,881 September 30, 2025 19,970 Total lease payments 159,762 Less imputed interest 13,229 Present value of right-of-use lease liabilities 146,533 Present value included in current liabilities 69,911 Present value included in long-term liabilities $ 76,622
Cash Paid-lease Liabilities	Three Months Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of right-of-use lease liabilities, included in accounts payable and accrued liabilities on the Statements of Cash Flow. $ 18,899 $ 20,354

Commitments (Tables)

Commitments (Tables)	3 Months Ended
	Dec. 31, 2022
Commitments
Future Contractual Payments	Year Ending September 30, 2023 $ 1,889,000 September 30, 2024 373,000 September 30, 2025 47,000 September 30, 2026 35,000 September 30, 2027 11,000 $ 2,355,000

Capital Shares (Tables)

Capital Shares (Tables)	3 Months Ended
	Dec. 31, 2022
Capital shares
Warrant Activity	Number of Warrant Shares (#) Weighted Average Exercise Price Three Months Ended December 31, 2022 Balance - September 30, 2022 3,651,953 $ 4.00 Issued 2,691,330 1.25 Balance -December 31, 2022 6,343,283 $ 2.84 Three Months Ended December 31, 2021 Balance - September 30, 2021 and December 31, 2021 720,446 $ 5.69
Warrants Outstanding	Number of Warrants (#) Exercise Prices Expiry Dates 28,124 $ 15.90 May 2023 563,685 $ 4.80 July 2023 1,345,665 $ 1.00 December 2023 7,484 $ 4.81 June 2024 11,778 $ 3.20 January 2025 109,375 $ 8.00 February 2025 1,345,665 $ 1.50 December 2025 191,780 $ 4.56 March 2027 2,739,727 $ 3.52 September 2027 6,343,283
fair value of warrants granted	Three Months Ended December 31, 2022 Class A Warrants Class B Warrants Risk free interest rate 4.54 % 4.76 % Expected life 3.14 years 1.14 years Expected share price volatility 90.73 % 89.70 % Expected dividend yield 0.00 % 0.00 %
Share Options	Number of Options (#) Weighted Average Exercise Price Weighted Average Grant Date Fair Value Three Months Ended December 31, 2022 Balance - September 30, 2022 2,203,699 $ 4.66 $ 3.42 Granted 3,500 0.96 0.71 Expired (238 ) 304.08 304.08 Balance - December 31, 2022 2,206,961 $ 4.61 $ 3.39 Three Months Ended December 31, 2021 Balance - September 30, 2021 1,776,219 $ 5.06 $ 3.79 Expired (214 ) 502.68 477.65 Balance - December 31, 2021 1,776,005 $ 5.00 $ 3.73
Plan outstanding and exercisable	Number of Options (#) Exercisable at December 31, 2022 (#) Range of Exercise Prices Expiry Dates 3,499 3,499 $ 35.28 - 93.24 Sep 2023-Mar 2025 296,403 296,403 $ 2.16 Aug 2027-Dec 2028 323,976 311,897 C$ 3.16 Feb 2030 397,000 297,643 $ 7.44 - 8.07 Sep 2030-Oct 2030 682,500 432,081 $ 5.25 - 5.65 Jan 2031-Sep 2031 500,083 202,232 $ 2.94 - 3.71 Feb 2032-Mar 2032 3,500 97 $ 0.96 Dec 2032 2,206,961 1,543,852
Fair Value Of warrant Granted Assumptions	Three Months Ended December 31, 2022 Risk free interest rate 3.62 % Expected life 5 years Expected share price volatility 95.30 % Expected dividend yield 0.00 %

Intagible Assets (Details Narra

Intagible Assets (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets
Amortization expense	$ 30,000	$ 300,000,000
Description of licence agreement	The required upfront license payment of $2.5 million was paid by issuance of Series A-1 Convertible Preferred Shares, which have been fully converted to common shares

Right-of-Use Lease with Relat_3

Right-of-Use Lease with Related Party (Details) - USD ($)	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
General and Administrative Expense
Right-of-use lease cost, included in general and administrative on the Statements of Operations	$ 18,898	$ 20,353

Right-of-Use Lease with Relat_4

Right-of-Use Lease with Related Party (Details 1)	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022
Right-of-Use Lease with Related Party
Remaining Lease Term (months)	24 years	3 years
Estimated Incremental Borrowing Rate	9.20%		6.50%

Right-of-Use Lease with Relat_5

Right-of-Use Lease with Related Party (Details 2)	Dec. 31, 2022 USD ($)
Year Ending
September 30, 2023	$ 59,911
September 30, 2024	79,881
September 30, 2025	19,970
Total Lease Payment	159,762
Less Imputed Interest	13,229
Present value of right-of-use lease liabilities	146,533
Present value included in current liabilities	69,911
Present value included in long-term liabilities	$ 76,622

Right-of-Use Lease with Relat_6

Right-of-Use Lease with Related Party (Details 3) - USD ($)	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Right-of-Use Lease with Related Party
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities, Included In Accounts Payable And Accrued Liabilities On The Statements Of Cash Flows	$ 18,899	$ 20,354

Commitments (Details)

Commitments (Details) $ in Millions	Dec. 31, 2022 USD ($)
Year Ending September 30,
September 30, 2023	$ 1,889,000
September 30, 2024	373,000
September 30, 2025	47,000
September 30, 2026	35,000
September 30, 2027	11,000
Total	$ 2,355,000

Commitments (Details Narrative)

Commitments (Details Narrative)	3 Months Ended
	Dec. 31, 2022 USD ($)
April 2020 [Member] | License Commitments [Member]
Remaining payments of contingent	$ 356,000,000
Description of acquired drugs	the Company is committed to payments of various amounts to the third party upon meeting certain milestones outlined in the license agreement, up to an aggregate amount of $18.4 million after deducting $0.14 million that is included in the commitments table above for the year ending September 30, 2023
2021 [Member] | License Commitments Agreement [Member]
Payments to investors	$ 6,000
License expenses	300
2016 [Member] | License Commitments [Member]
Payments to third party	$ 6,910,000

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	Dec. 31, 2022	Sep. 30, 2022
Intangible Assets
The Constructs	$ 2,529,483,000,000	$ 2,529,483,000,000
Less: accumulated amortization	273,584,000,000	248,291,000,000
Intangible assets, net	$ 2,255,899	$ 2,281,192

Intagible Assets (Details 1)

Intagible Assets (Details 1)	Dec. 31, 2022 USD ($)
Intangible Assets
September 30, 2023	$ 75,879
September 30, 2024	101,172
September 30, 2025	101,172
September 30, 2027	101,172
September 30, 2026	101,172
Thereafter	1,775,332
Total	$ 2,255,899

Capital Shares (Details)

Capital Shares (Details)	3 Months Ended
	Dec. 31, 2022 $ / shares shares
Capital shares
Number of warrants, beginning balance | shares	3,651,953
Issued | shares	2,691,330
Number of warrants, ending balance | shares	6,343,283
Weighted average exercise price, beginning balance | $ / shares	$ 4
Issued | $ / shares	1.25
Weighted average exercise price, ending balance | $ / shares	$ 2.84

Capital Shares (Details 1)

Capital Shares (Details 1) - $ / shares	15 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2019
Number of warrants, beginning balance	6,343,283	3,651,953	720,446	720,446	760,290	760,290	48,914
Weighted average exercise price, beginning balance	$ 2.84	$ 4	$ 5.65	$ 5.69			$ 11.19
Warrant 1
Number of warrants, beginning balance	28,124
Weighted average exercise price, beginning balance	$ 15.90
Expiry date	May 2023
Warrant 2
Number of warrants, beginning balance	563,685
Weighted average exercise price, beginning balance	$ 4.80
Expiry date	July 2023
Warrant 4
Number of warrants, beginning balance	7,484
Weighted average exercise price, beginning balance	$ 4.81
Expiry date	June 2024
Warrant 5
Number of warrants, beginning balance	11,778
Weighted average exercise price, beginning balance	$ 3.20
Expiry date	January 2025
Warrant 6
Number of warrants, beginning balance	109,375
Weighted average exercise price, beginning balance	$ 8
Expiry date	February 2025
Warrant 3
Number of warrants, beginning balance	1,345,665
Weighted average exercise price, beginning balance	$ 1
Expiry date	December 2023
Warrant7 [Member]
Number of warrants, beginning balance	1,345,665
Weighted average exercise price, beginning balance	$ 1.50
Expiry date	December 2025
Warrant 8 [Member]
Number of warrants, beginning balance	191,780
Weighted average exercise price, beginning balance	$ 4.56
Expiry date	March 2027
Warrant 9 Member
Number of warrants, beginning balance	2,739,727
Weighted average exercise price, beginning balance	$ 3.52
Expiry date	September 2027

Capital Shares (Details 2)

Capital Shares (Details 2)	3 Months Ended
	Dec. 31, 2022
Risk free interest rate	3.62%
Expected life (years)	5 years
Expected share price volatility	95.30%
Expected dividend yield	0%
Class A Warrants Member
Risk free interest rate	4.54%
Expected life (years)	3 years 1 month 20 days
Expected share price volatility	90.73%
Expected dividend yield	0%
Class B Warrants [Member]
Risk free interest rate	4.76%
Expected life (years)	1 year 1 month 20 days
Expected share price volatility	89.70%
Expected dividend yield	0%

Capital Shares (Details 3)

Capital Shares (Details 3) - $ / shares	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Capital shares
Number of options, beginning balance	2,203,699	1,776,219
Number of options granted	3,500
Number of options expired	(238)	(214)
Number of options, ending balance	2,206,961	1,776,005
Weighted Average Exercise Price, beginning balance	$ 4.66	$ 5.06
Weighted average exercise price granted	0.96
Weighted average exercise price expired	304.08	502.68
Weighted Average Exercise Price, ending balance	4.61	5
Weighted Average Grant Date Fair Value, beginning balance	3.42	3.79
Weighted Average Grant Date Fair Value, granted	0.71
Weighted Average Grant Date Fair Value, expired	304.08	477.65
Weighted Average Grant Date Fair Value, ending balance	$ 3.39	$ 3.73

Capital Shares (Details 4)

Capital Shares (Details 4) - $ / shares	3 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Sep. 30, 2019
Number of options, beginning balance	2,206,961	2,203,699	1,776,005	1,776,219	319,645
Options exercisable	1,543,852
Weighted average exercise price, beginning balance	$ 4.61	$ 4.66	$ 5	$ 5.06
Stock Option 6
Number of options, beginning balance	500,083
Options exercisable	202,232
Stock Option 6 | Maximum
Weighted average exercise price, beginning balance	$ 3.71
Expiry dates	Mar 2032
Stock Option 6 | Minumum
Weighted average exercise price, beginning balance	$ 2.94
Expiry dates	Feb 2032
Stock Option 1
Number of options, beginning balance	3,499
Options exercisable	3,499
Stock Option 1 | Maximum
Weighted average exercise price, beginning balance	$ 93.24
Expiry dates	Mar 2025
Stock Option 1 | Minumum
Weighted average exercise price, beginning balance	$ 35.28
Expiry dates	Sep 2023
Stock Option 5
Number of options, beginning balance	682,500
Options exercisable	432,081
Stock Option 5 | Maximum
Weighted average exercise price, beginning balance	$ 5.65
Expiry dates	Sep 2031
Stock Option 5 | Minumum
Weighted average exercise price, beginning balance	$ 5.25
Expiry dates	Jan 2031
Stock Option 4
Number of options, beginning balance	397,000
Options exercisable	297,643
Stock Option 4 | Maximum
Weighted average exercise price, beginning balance	$ 8.07
Expiry dates	Oct 2030
Stock Option 4 | Minumum
Weighted average exercise price, beginning balance	$ 7.44
Expiry dates	Sep 2030
Stock Option 2
Number of options, beginning balance	296,403
Options exercisable	296,403
Weighted average exercise price, beginning balance	$ 2.16
Stock Option 2 | Maximum
Expiry dates	Dec 2028
Stock Option 2 | Minumum
Expiry dates	Aug 2027
Stock Option 3
Number of options, beginning balance	323,976
Options exercisable	311,897
Weighted average exercise price, beginning balance	$ 3.16
Expiry dates	Feb 2030
Stock Option 7 Member
Number of options, beginning balance	3,500
Options exercisable	97
Weighted average exercise price, beginning balance	$ 0.96
Expiry dates	Dec 2032

Capital Shares (Details 5)

Capital Shares (Details 5)	3 Months Ended
	Dec. 31, 2022
Capital shares
Risk free interest rate	3.62%
Expected life (years)	5 years
Expected share price volatility	95.30%
Expected dividend yield	0%

Capital Shares (Details Narrati

Capital Shares (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Nov. 02, 2022	Mar. 24, 2022	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2019
Weighted average contractual life remaining on outstanding options			93 years
Unrecognized share-based compensation recognition period			35 years
Share-based compensation			$ 330,000	$ 6,100
Unrecognized share-based compensation			$ 7,100
Granted option shares			3,500
Gross Proceeds	$ 2,690,000
Expected term			10 years
Net proceeds from the offering		$ 9,010,000
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 2.84	$ 5.65	$ 4	$ 5.69	$ 11.19
Affiliated Designees [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 4.5625
Warrant expiry date		Mar. 21, 2027
Warrants to purchase common shares		191,780
Fair value		$ 410,000
Private Placement [Member]
Warrants To Purchase Common Stock		2,739,727
Pre Funded Warrants [Member]
Gross Proceeds		$ 5,870,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.0001
Warrants To Purchase Common Stock		1,199,727
Warrants Additional Paid In Capital [Member]
Gross Proceeds	1,220,000	$ 4,130,000
Equity Distribution Agreement [Member]
Gross Proceeds			$ 12,300
Common shares			223,396
Black Scholes Option [Member]
Weighted average contractual life remaining on outstanding options			37 years
Expected term			10 years
Grant date			5 years
November 2021 [Member]
Gross Proceeds			$ 1,540,000
March Two Four Two Thousand Twenty Two [Member]
Offering Common Shares		1,540,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 3.52
Warrant expiry date		Sep. 24, 2027
NovemberTwoTwoThousandTwentyTwo[Member]
Gross Proceeds	$ 2,910,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.50
Warrant expiry date	Dec. 23, 2025
Units of Common Shares	2,691,337
Class A Warrants Member
Warrants to purchase common shares	1,345,665
Class B Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1
Warrant expiry date	Dec. 23, 2023
Warrants to purchase common shares	1,345,665

Financial Instruments (Details

Financial Instruments (Details Narrative) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2022 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Dec. 31, 2021 CAD ($)
Assets	$ 11,674,762	$ 11,575,728
Ontario Subsidary [Member]
Assets			$ 678
Currency exchange rate description	Based on the exposure at December 31, 2022, a 10% annual change in the Canadian/U.S. exchange rate would impact the Company’s loss and other comprehensive loss by approximately $0.5 million.
Common Shares
Currency exchange rate | $ / shares	$ 1.355

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Right-of-Use Lease with Related Party
Rent expense	$ 2,000	$ 200,000

Subsequent events (Details Narr

Subsequent events (Details Narrative) $ in Thousands	3 Months Ended
	Dec. 31, 2022 USD ($) shares
Reimbursement Grant Income and Receivable
Common shares issued | shares	705,314
Gross proceeds | $	$ 770