Amendment: SEC Form SC 13D/A filed by Edesa Biotech Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

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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, Ontario, L3R 5H6, Canada

(289) 800-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 30, 2024

(Date of Event which Requires Filing of this Statement)

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 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

This Amendment No. 7 (“Amendment No. 7”) 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 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. 7, 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 January 16, 2024, the Issuer has granted Dr. Pardeep Nijhawan the following restricted stock units, which vested in full upon grant: (i) 2,978 restricted stock units on February 1, 2024, (ii) 2,765 restricted stock units on March 1, 2024, (iii) 3,253 restricted stock units on April 1, 2024, (iv) 3,083 restricted stock units on May 1, 2024, (v) 4,785 restricted stock units on June 3, 2024, (vi) 4,015 restricted stock units on July 2, 2024, (vii) 3,317 restricted stock units on August 1, 2024, (viii) 3,055 restricted stock units on September 3, 2024 and (ix) 3,300 restricted stock units on October 2, 2024.  

On March 25, 2024, Pardeep Nijhawan Medicine Professional Corporation purchased 5,000 Common Shares in an open market purchase, at a price per share of $4.00.

On October 30, 2024, the Issuer entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Pardeep Nijhawan Medicine Professional Corporation, pursuant to which the Issuer agreed to issue and sell in a private placement, up to $5,000,000 of shares (the “Preferred Shares”) of the Issuer’s newly designated Series A-1 Convertible Preferred Shares, stated value $10,000 per share, each of which is initially convertible into approximately 2,903 Common Shares (the “Conversion Shares”) at a conversion price of $3.445 per Conversion Share, and warrants (the “Warrants”) to purchase Common Shares (the “Warrant Shares”) at an exercise price of $3.445 per Warrant Share. The Preferred Shares and the Warrants were sold together in a fixed combination of one Preferred Share and a Warrant to purchase a number of Common Shares equal to 75% of the underlying Conversion Shares at a combined purchase price of $10,272.13 per Preferred Share and related Warrants. Under the Purchase Agreement, the Reporting Person has purchased 150 Preferred Shares initially convertible into an aggregate of 435,414 Conversion Shares and Warrants to purchase up to an aggregate of 326,560 Warrant Shares for an aggregate purchase price of $1,540,819. The Reporting Person will not have the right to convert any portion of its 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. The Reporting Person will not have the right to exercise any portion of its Warrants 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 exercise.

Item 5. Interest in Securities of the Issuer.

(a)-(b)

Number of Common Shares beneficially owned:

SCHEDULE 13D

Percent of class:

Number of shares as to which such person has:

SCHEDULE 13D

(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.

(d)-(e) Not applicable.

SCHEDULE 13D

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.

PARDEEP NIJHAWAN MEDICINE PROFESSIONAL CORPORATION