SEC Form 4 filed by Chief Executive Officer Nijhawan Pardeep
$EDSA
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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) 10/30/2024 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Series A-1 Convertible Preferred Shares | $3.445 | 10/30/2024 | A | 150 | 10/30/2024 | (1) | Common Stock | 435,414(2) | (3) | 150 | I | Held by Pardeep Nijhawan Medicine Professional Corporation(4) | |||
| Warrants (right to buy) | $3.445 | 10/30/2024 | A | 326,560 | 10/30/2024 | 10/30/2029 | Common Stock | 326,560 | (3) | 326,560 | I | Held by Pardeep Nijhawan Medicine Professional Corporation(4) | |||
| Explanation of Responses: |
| 1. The Preferred Shares are perpetual and therefore have no expiration date. |
| 2. Each Preferred Share is convertible at any time, at the option of the holder, into a number of common shares determined by dividing the stated value of the Preferred Share ($10,000 per share), plus any accrued and unpaid dividends, by the conversion price at the time of conversion. Until the three-year anniversary of the day of issuance, holders of Preferred Shares are entitled to an annual return equal to 10% of the stated value per Preferred Share payable by the issuance of common shares at the conversion price upon a buy-back by the Issuer, liquidation or on conversion at the conversion price (calculated daily). |
| 3. On October 30, 2024, the Reporting Person purchased in a private placement, (i) 150 shares of the Issuer's newly designated Series A-1 Convertible Preferred Shares (the "Preferred Shares"), stated value $10,000 per share and (ii) warrants (the "Warrants") to purchase up to an aggregate of 326,560 common shares. The Preferred Shares are immediately convertible, and the Warrants are immediately exercisable, at $3.445 per share, in each case, to the extent that after giving effect to such conversion and/or exercise the Reporting Person and his affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 19.99% of the outstanding common shares of the Issuer. The Preferred Shares and the Warrants are being 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 common shares underlying the Preferred Share at a combined purchase price of $10,272.13. |
| 4. Pardeep Medicine Professional Corporation is wholly-owned by Reporting Person. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| /s/ Stephen Lemieux, Attorney-in-Fact for Pardeep Nijhawan | 11/01/2024 | |
| ** 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. | ||