| 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) 07/26/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 | 07/26/2019 | A | 30,183(1)(2) | A | $0 | 537,312 | D | |||
| Common Shares | 07/26/2019 | A | 118,345(1)(2) | A | $0 | 2,106,769 | I | Held by Pardeep Nijhawan Medicine Professional Corporation.(3) | ||
| Common Shares | 07/26/2019 | A | 12,588(1)(2) | A | $0 | 224,094 | I | Held by The Digestive Health Clinic Inc.(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 | ||||||||
| Stock Option (right to buy) | $2.16(4) | 07/26/2019 | A | 2,667(3)(5) | (6) | 09/26/2027 | Common Shares | 2,667 | $0 | 47,490 | D | ||||
| Stock Option (right to buy) | $2.16(4) | 07/26/2019 | A | 91(3)(5) | (7) | 12/28/2028 | Common Shares | 91 | $0 | 1,620 | D | ||||
| Explanation of Responses: |
| 1. Represents additional common shares or options to purchase common shares, as applicable, of Edesa Biotech, Inc. (formerly known as Stellar Biotechnologies, Inc.) (the "Issuer") issued pursuant to the post-closing adjustment contemplated by that certain Share Exchange Agreement, dated as of March 7, 2019, by and among the Issuer, Edesa Biotech, Inc. ("Edesa"), and the shareholders of Edesa. The closing of the share exchange transaction contemplated by the Share Exchange Agreement occurred on June 7, 2019, at which time the Issuer acquired all the outstanding capital shares of Edesa from the Edesa shareholders. |
| 2. All share numbers and exercise prices reflect the 1-for-6 reverse split of the Issuer's common shares which occurred on June 7, 2019. |
| 3. Each of Pardeep Nijhawan Medicine Professional Corporation and The Digestive Health Clinic Inc. are wholly-owned by Pardeep Nijhawan. |
| 4. In Canadian currency. |
| 5. This option was issued in replacement of an option to purchase shares of Edesa. |
| 6. This option vests and becomes exercisable 1/3 on September 26, 2018, and monthly thereafter through September 26, 2020. |
| 7. This option vests and becomes exercisable 1/3 on December 28, 2019, and monthly thereafter through December 28, 2021. |
| /s/Pardeep Nijhawan | 07/30/2019 | |
| ** 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. | ||
