edsa20260331

edsa20260331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-37619

EDESA BIOTECH, INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

100 Spy Court, Markham, ON, Canada L3R 5H6	(289) 800-9600
(Address of principal executive offices and zip code)	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Shares, without par value		EDSA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 13, 2026, the registrant had 8,891,951 common shares issued and outstanding.

EDESA BIOTECH, INC.

QUARTERLY REPORT ON FORM 10-Q

Quarter Ended March 31, 2026

Table of Contents

		Page
PART I	FINANCIAL STATEMENTS	3

Item 1.	Financial Statements (Unaudited)	3
	Condensed Interim Consolidated Balance Sheets – March 31, 2026 and September 30, 2025	3
	Condensed Interim Consolidated Statements of Operations and Comprehensive Loss – Three and Six Months Ended March 31, 2026 and 2025	4
	Condensed Interim Consolidated Statements of Cash Flows – Six Months Ended March 31, 2026 and 2025	5
	Condensed Interim Consolidated Statements of Changes in Shareholders' Equity – Three and Six Months Ended March 31, 2026 and 2025	6
	Notes to Condensed Interim Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II	OTHER INFORMATION	24

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Edesa Biotech, Inc.

Condensed Interim Consolidated Balance Sheets

	March 31, 2026			September 30, 2025 Audited

Assets:

Current assets:
Cash and cash equivalents	$	10,003,683		$	10,792,172
Accounts and other receivable		216,468			642,866
Prepaid expenses and other current assets		197,576			77,838

Total current assets		10,417,727			11,512,876

Non-current assets:
Long-term deposits		39,921			39,966
Intangible asset, net		1,927,090			1,977,676

Total assets	$	12,384,738		$	13,530,518

Liabilities and shareholders' equity:

Current liabilities:
Accounts payable and accrued liabilities	$	2,187,921		$	1,078,536

Total current liabilities		2,187,921			1,078,536

Shareholders' equity:
Capital shares
Authorized unlimited common shares without par value
Issued and outstanding:
8,885,719 common shares (September 30, 2025 -7,141,783)		58,932,825			54,515,421
Authorized preferred shares issued and outstanding
150 Series A-1 preferred shares (September 30, 2025 - 150)		1,166,517			1,092,133
736 Series B-1 preferred shares (September 30, 2025 - 834)		7,208,266			8,168,063
Additional paid-in capital		15,526,657			14,753,110
Accumulated other comprehensive loss		(186,089	)		(165,771	)
Accumulated deficit		(72,451,359	)		(65,910,974	)

Total shareholders' equity		10,196,817			12,451,982

Total liabilities and shareholders' equity	$	12,384,738		$	13,530,518

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Edesa Biotech, Inc.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

	Three Months Ended						Six Months Ended
	March 31, 2026			March 31, 2025			March 31, 2026			March 31, 2025

Expenses:
Research and development	$	2,767,088		$	484,306		$	3,891,815		$	1,504,124
General and administrative		1,529,906			1,154,580			2,746,562			2,033,451

Loss from operations		(4,296,994	)		(1,638,886	)		(6,638,377	)		(3,537,575	)

Other income:
Reimbursement grant income		66,228			52,268			168,653			353,463
Interest income		639			265			686			1,931
Foreign exchange gain (loss)		12,595			(3,295	)		3,837			(24,720	)

		79,462			49,238			173,176			330,674

Loss before income taxes		(4,217,532	)		(1,589,648	)		(6,465,201	)		(3,206,901	)

Income tax expense		800			800			800			800

Net loss		(4,218,332	)		(1,590,448	)		(6,466,001	)		(3,207,701	)

Exchange differences on translation		(15,003	)		(63,731	)		(20,318	)		(45,075	)

Net comprehensive loss	$	(4,233,335	)	$	(1,654,179	)	$	(6,486,319	)	$	(3,252,776	)

Weighted average number of common shares		8,541,146			5,305,763			8,253,715			4,314,676

Loss per common share - basic and diluted	$	(0.49	)	$	(0.30	)	$	(0.78	)	$	(0.74	)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Edesa Biotech, Inc.

Condensed Interim Consolidated Statements of Cash Flows

	Six Months Ended
	March 31, 2026			March 31, 2025

Cash flows from operating activities:
Net loss	$	(6,466,001	)	$	(3,207,701	)
Adjustments for:
Depreciation and amortization		51,332			67,618
Share-based compensation		884,715			147,836
Changes in working capital items:
Accounts and other receivable		428,732			(128,563	)
Prepaid expenses and other current assets		(119,798	)		76,727
Accounts payable and accrued liabilities		1,117,064			(856,418	)

Net cash used in operating activities		(4,103,956	)		(3,900,501	)

Cash flows from financing activities:
Proceeds from issuance of common shares and warrants		3,497,825			7,497,133
Proceeds from issuance of Series A-1 preferred shares and warrants		-			1,540,820
Proceeds from issuance of Series B-1 preferred shares		-			8,340,000
Payments for issuance costs of common shares and warrants		(151,386	)		(294,935	)
Payment for issuance costs of preferred shares		-			(215,157	)
Payment for issuance costs of warrants		-			(23,446	)

Net cash provided by financing activities		3,346,439			16,844,415

Effect of exchange rate changes on cash and cash equivalents		(30,972	)		(84,584	)

Net change in cash and cash equivalents		(788,489	)		12,859,330
Cash and cash equivalents, beginning of the period		10,792,172			1,037,320

Cash and cash equivalents, end of the period	$	10,003,683		$	13,896,650

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Edesa Biotech, Inc.

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity

	Shares #		Common Shares			Series A-1 Preferred Shares		Series B-1 Preferred Shares			Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Shareholders' Equity
Three Months Ended March 31, 2026
Balance - December 31, 2025		8,333,823	$	57,899,593		$	1,129,530	$	8,168,063		$	15,124,219		$	(171,086	)	$	(68,196,040	)	$	13,954,279

Issuance of common shares upon exercise of restricted share units		41,481		82,415			-		-			(82,415	)		-			-			-
Issuance of common shares upon exercise of Series B-1 Preferred shares, net of issuance cost		510,415		959,797			-		(959,797	)		-			-			-			-
Issuance costs		-		(8,980	)		-		-			-			-			-			(8,980	)
Preferred return on Series A-1 preferred shares		-		-			36,987		-			-			-			(36,987	)		-
Share-based compensation		-		-			-		-			484,853			-			-			484,853
Net loss and comprehensive loss		-		-			-		-			-			(15,003	)		(4,218,332	)		(4,233,335	)

Balance - March 31, 2026		8,885,719	$	58,932,825		$	1,166,517	$	7,208,266		$	15,526,657		$	(186,089	)	$	(72,451,359	)	$	10,196,817

Three Months Ended March 31, 2025
Balance - December 31, 2024		3,467,658	$	47,562,091		$	981,174	$	-		$	14,176,399		$	(223,957	)	$	(60,231,745	)	$	2,263,962

Issuance of common shares		3,552,534		6,870,373			-		-			-			-			-			6,870,373
Issuance of Series B-1 preferred shares		-		-			-		8,340,000			-			-			-			8,340,000
Issuance of common shares upon exercise of restricted share units		2,486		13,922			-		-			(13,922	)		-			-			-
Issuance costs		-		(175,274	)		-		(171,937	)		-			-			-			(347,211	)
Preferred return on Series A-1 preferred shares		-		-			36,576		-			-			-			(36,576	)		-
Share-based compensation		-		-			-		-			66,653			-			-			66,653
Net loss and comprehensive loss		-		-			-		-			-			(63,731	)		(1,590,448	)		(1,654,179	)

Balance - March 31, 2025		7,022,678	$	54,271,112		$	1,017,750	$	8,168,063		$	14,229,130		$	(287,688	)	$	(61,858,769	)	$	15,539,598


Six Months Ended March 31, 2026
Balance - September 30, 2025		7,141,783		54,515,421			1,092,133		8,168,063			14,753,110			(165,771	)		(65,910,974	)	$	12,451,982

Issuance of common shares		1,177,568		3,497,825			-		-			-									3,497,825
Issuance of common shares upon exercise of restricted share units		55,953		111,168			-		-			(111,168	)		-			-			-
Issuance of common shares upon exercise of Series B-1 Preferred shares, net of issuance cost		510,415		959,797			-		(959,797	)		-			-			-			-
Issuance costs		-		(151,386	)		-		-			-			-			-			(151,386	)
Preferred return on Series A-1 preferred shares		-		-			74,384		-			-			-			(74,384	)		-
Share-based compensation		-		-			-		-			884,715			-			-			884,715
Net loss and comprehensive loss		-		-			-		-			-			(20,318	)		(6,466,001	)		(6,486,319	)

SEC Form 10-Q filed by Edesa Biotech Inc.