SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No. 2)*
____________________________
EDESA BIOTECH, INC.
(Name
of Issuer)
Common
Shares, no par value per share
(Title
of Class of Securities)
27966L108
(CUSIP
Number)
Vasco Larcina
c/o
Lumira Capital Investment Management
141 Adelaide Street West, Suite 770
Toronto, Ontario, M5H 3L5, Canada
(416)
213-4251
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 8, 2020
(Date
of Event which Requires Filing of this Statement)
____________________________
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
|
CUSIP No. 27966L108
|
|
Page 2
of 18
Pages
|
|||
|
|
|||||
|
1
|
NAME OF
REPORTING PERSON
Lumira Capital II, L.P.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Ontario,
Canada
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
1,833,066
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
1,833,066
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,833,066
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
20.7%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
PN
|
||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
|
CUSIP No. 27966L108
|
|
Page 3
of 18
Pages
|
|||
|
|
|||||
|
1
|
NAME OF
REPORTING PERSON
Lumira Capital II (International), L.P.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Ontario,
Canada
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
169,502
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
169,502
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,502
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.9%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
PN
|
||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
SCHEDULE 13D
|
CUSIP No. 27966L108
|
|
Page 4
of 18
Pages
|
|||
|
|
|||||
|
1
|
NAME OF
REPORTING PERSON
Lumira Capital GP, L.P.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Ontario,
Canada
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
2,002,568
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,002,568
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,002,568
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.6%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
PN
|
||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
|
CUSIP No. 27966L108
|
|
Page 5
of 18
Pages
|
|||
|
|
|||||
|
1
|
NAME OF
REPORTING PERSON
Lumira GP Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canada
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
2,002,568
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,002,568
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,002,568
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.6%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
CO
|
||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
|
CUSIP No. 27966L108
|
|
Page 6
of 18
Pages
|
|||
|
|
|||||
|
1
|
NAME OF
REPORTING PERSON
Lumira GP Holdings Co.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Nova
Scotia, Canada
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
2,002,568
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,002,568
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,002,568
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.6%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
CO
|
||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
|
CUSIP No. 27966L108
|
|
Page 7
of 18
Pages
|
|||
|
|
|||||
|
1
|
NAME OF
REPORTING PERSON
Lumira Capital Investment Management Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canada
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
2,002,568
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,002,568
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,002,568
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.6%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
CO
|
||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
|
CUSIP No. 27966L108
|
|
Page 8
of 18
Pages
|
|||
|
|
|||||
|
1
|
NAME OF
REPORTING PERSON
Peter van der Velden
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canadian
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
2,002,568
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,002,568
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,002,568
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.6%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
||||
(1)
Based on a total of 8,859,159 Common Shares of the Company
outstanding as of January 8, 2020.
|
CUSIP No. 27966L108
|
|
Page 9
of 18
Pages
|
|||
|
|
|||||
|
1
|
NAME OF
REPORTING PERSON
Benjamin Rovinski
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canadian
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
2,002,568
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,002,568
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,002,568
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.6%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
|
CUSIP No. 27966L108
|
|
Page 10
of 18
Pages
|
|||
|
|
|||||
|
1
|
NAME OF
REPORTING PERSON
Daniel Hetu
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canadian
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
2,002,568
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,002,568
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,002,568
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.6%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
|
CUSIP No. 27966L108
|
|
Page 11
of 18
Pages
|
|||
|
|
|||||
|
1
|
NAME OF
REPORTING PERSON
Gerald Brunk
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
2,002,568
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,002,568
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,002,568
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.6%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
|
CUSIP No. 27966L108
|
|
Page 12
of 18 Pages
|
|||
|
|
|||||
|
1
|
NAME OF
REPORTING PERSON
Vasco Larcina
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canadian
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
2,002,568
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,002,568
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,002,568
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.6%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
This
Amendment No. 2 (“Amendment No. 2”) amends
and supplements the statement on Schedule 13D jointly filed by
(i) Lumira Capital
II, L.P., formed in Ontario, Canada (ii) Lumira Capital II
(International), L.P., formed in Ontario, Canada , (iii) Lumira
Capital GP, L.P., formed in Ontario, Canada, (iv) Lumira GP Inc.,
formed in Canada, (v) Lumira GP Holdings Co., formed in Nova
Scotia, Canada (vi) Lumira Capital Investment Management Inc.,
formed in Ontario, Canada, (vii) Peter van der Velden, an
individual and a Canadian citizen, (viii) Benjamin Rovinski, an
individual and a Canadian citizen, (ix) Daniel Hetu, an individual
and a Canadian citizen, (x) Gerald Brunk, an individual and a
United States citizen and (xi) Vasco Larcina, an individual and a
Canadian citizen (collectively, the “Reporting
Persons”) on June 17, 2019 as amended by Amendment No.
1 filed by the Reporting Persons on August 19, 2019 (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, formerly known as
“Stellar Biotechnologies, Inc.” (the
“Company” or the “Issuer”). Except as
expressly amended by this Amendment No. 2, the Schedule 13D
remains in full force and effect.
The
purpose of this Amendment No. 2 is to report an increase in
the Reporting Persons’ beneficial ownership of Common Shares
as a result of the purchase of Common Shares on January 8, 2020, as
described in this Amendment No. 2.
Item 1. Security and Issuer.
This
Schedule 13D relates to the Common Shares of the Company, which has
its principal executive offices at 100 Spy Court, Markham, Ontario,
Canada L3R 5H6.
Item 2. Identity and Background.
This Schedule 13D is
filed by the Reporting Persons. Lumira Capital GP, L.P., the
general partners of which are Lumira GP Inc. and Lumira GP Holdings
Co., is the general partner of Lumira Capital II, L.P. and Lumira
Capital II (International), L.P., and each of Lumira Capital II,
L.P. and Lumira Capital II (International), L.P. is managed by
Lumira Capital Investment Management Inc. Each of
Mr. van der Velden, Mr.
Rovinski, Mr. Hetu, Mr. Brunk and Mr. Larcina are executive
officers of Lumira Capital Investment Management Inc. and Mr. van
der Velden, Mr. Rovinski, Mr. Hetu and Mr. Brunk are each directors
of Lumira Capital Investment Management Inc. The foregoing
individuals collectively make investment decisions with respect to
the securities held by each of Lumira Capital II, L.P.
and Lumira Capital II (International), L.P. The principal address of the Reporting
Persons is 141 Adelaide Street
West, Suite 770, Toronto, Canada M5H 3L5.
The
Reporting Persons are venture capital investors that provide
capital to early, clinical and revenue stage companies that are
both privately held and publicly traded in the biotechnology,
medical technologies, digital health and consumer healthcare
sectors.
During
the last five years, none of the Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as
a result of such proceeding, was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 is hereby supplemented as follows:
On January 6, 2020, the Company entered into a
Securities Purchase Agreement (the “Securities Purchase
Agreement”) with certain United States resident investors and
Subscription Agreements (the “Subscription Agreements”)
with certain non-U.S. investors, including Lumira Capital II, L.P.
and Lumira Capital II (International), L.P., providing for the issuance and sale by the
Company of Common Shares in a registered direct offering (the
“Offering”). In a concurrent private placement (the
“Private Placement”), the Company agreed to sell to
such investors (i) Class A Purchase Warrants to purchase 0.75 of a
Common Share for each Common Share purchased in the Offering (the
“Class A Purchase Warrants”) and (ii) Class B Purchase
Warrants to purchase 0.50 of a Common Share for each Common Share
purchased in the offering (the “Class B Purchase
Warrants,” and together with the Class A Purchase Warrants,
the “Purchase Warrants”). Lumira Capital II,
L.P. purchased 128,722 Common
Shares in the Offering at a purchase price of $3.20 and also
received 96,542 Class A Warrants and 64,362 Class B
Warrants. Lumira Capital II
(International), L.P. purchased
11,903 Common Shares in the Offering at a purchase price of $3.20
and also received 8,928 Class A Warrants and 5,952 Class B
Warrants.
The Class A Purchase Warrants will be
exercisable at any time on or after July 8, 2020 (the “Class
A Purchase Warrant Initial Exercise Date”), at an exercise
price of $4.80 per share and will expire on the third anniversary
of the Class A Purchase Warrant Initial Exercise Date. The Class B
Purchase Warrants will be exercisable at any time on or after July
8, 2020 (the “Class B Purchase Warrant Initial Exercise
Date”), at an exercise price of $4.00 per share and will
expire on the four month anniversary of the Class B Purchase
Warrant Initial Exercise Date. The exercise price and number of
Common Shares issuable upon the exercise of the Purchase Warrants
will be subject to adjustment in the event of any share dividends
and splits, reverse share split, recapitalization, reorganization
or similar transaction, as described in the Purchase
Warrants. None of the Common
Shares underlying the Purchase Warrants are included in the Common
Shares deemed to be beneficially owned by the Reporting
Persons as
reported in this Amendment No. 2 as such Reporting Persons do not
have the right to acquire the shares within sixty days of the
filing date of this Amendment No. 2.
Item 4. Purpose of Transaction.
Reference is made
to the disclosure set forth under Item 3 of this Schedule 13D,
which disclosure is incorporated herein by reference.
The Reporting Persons acquired their securities in the Issuer for
investment purposes.
The Reporting Persons intend to review their investment in the
Issuer on a continuing basis and, depending on various factors,
including, without limitation, the Issuer’s financial
position, the price of the Common Shares, conditions in the
securities markets and general economic and industry conditions,
the Reporting Persons may, in the future, take such actions with
respect to their shares of the Issuer’s capital stock as they
deem appropriate, including, without limitation: purchasing
additional Common Shares; selling Common Shares; taking any action
to change the composition of the Issuer’s board of directors;
taking any other action with respect to the Issuer or any of its
securities in any manner permitted by law or changing their
intention with respect to any and all matters referred to in
paragraphs (a) through (j) below in this
Item 4.
Except as otherwise described in this Schedule, none of the
Reporting Persons currently has any plans or proposals that relate
to or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of
securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors
or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other
material change in the Issuer’s business or corporate
structure; (g) any changes in the Issuer’s charter or
bylaws or other actions which may impede the acquisition of control
of the Issuer by any person; (h) causing a class of securities
of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association;
(i) causing a class of equity securities of the Issuer to
become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (j) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a)-(b)
Number of Common Shares beneficially owned:
|
|
|
|
|
Lumira Capital II, L.P.
|
|
1,833,066
shares
|
|
Lumira Capital II (International), L.P.
|
|
169,502
shares
|
|
Lumira Capital GP, L.P.
|
|
2,002,568
shares
|
|
Lumira GP Inc.
|
|
2,002,568
shares
|
|
Lumira GP Holdings Co.
|
|
2,002,568
shares
|
|
Lumira Capital Investment Management Inc.
|
|
2,002,568
shares
|
|
Peter van der Velden
|
|
2,002,568
shares
|
|
Benjamin Rovinski
|
|
2,002,568
shares
|
|
Daniel Hetu
|
|
2,002,568
shares
|
|
Gerald Brunk
|
|
2,002,568
shares
|
|
Vasco Larcina
|
|
2,002,568
shares
|
|
|
|
|
Percent of class:
|
|
|
|
|
Lumira Capital II, L.P.
|
|
20.7%
|
|
Lumira Capital II (International), L.P.
|
|
1.9%
|
|
Lumira Capital GP, L.P.
|
|
22.6%
|
|
Lumira GP Inc.
|
|
22.6%
|
|
Lumira GP Holdings Co.
|
|
22.6%
|
|
Lumira Capital Investment Management Inc.
|
|
22.6%
|
|
Peter van der Velden
|
|
22.6%
|
|
Benjamin Rovinski
|
|
22.6%
|
|
Daniel Hetu
|
|
22.6%
|
|
Gerald Brunk
|
|
22.6%
|
|
Vasco Larcina
|
|
22.6%
|
|
|
|
|
The percentage ownership was calculated based on a total of 8,859,159 Common Shares of
the Company outstanding as of January 8, 2020.
Number of shares as to which such person has:
|
(i)
Sole
power to vote or to direct the vote:
|
|
|
|
|
|
Lumira Capital II, L.P.
|
|
0 shares
|
|
Lumira Capital II (International), L.P.
|
|
0 shares
|
|
Lumira Capital GP, L.P.
|
|
0
shares
|
|
Lumira GP Inc.
|
|
0
shares
|
|
Lumira GP Holdings Co.
|
|
0
shares
|
|
Lumira Capital Investment Management Inc.
|
|
0
shares
|
|
Peter van der Velden
|
|
0
shares
|
|
Benjamin Rovinski
|
|
0
shares
|
|
Daniel Hetu
|
|
0
shares
|
|
Gerald Brunk
|
|
0
shares
|
|
Vasco Larcina
|
|
0
shares
|
|
|
|
|
|
(ii)
Shared
power to vote or to direct the vote:
|
|
|
|
|
|
Lumira Capital II, L.P.
|
|
1,833,066
shares
|
|
Lumira Capital II (International), L.P.
|
|
169,502
shares
|
|
Lumira Capital GP, L.P.
|
|
2,002,568
shares
|
|
Lumira GP Inc.
|
|
2,002,568
shares
|
|
Lumira GP Holdings Co.
|
|
2,002,568
shares
|
|
Lumira Capital Investment Management Inc.
|
|
2,002,568
shares
|
|
Peter van der Velden
|
|
2,002,568
shares
|
|
Benjamin Rovinski
|
|
2,002,568
shares
|
|
Daniel Hetu
|
|
2,002,568
shares
|
|
Gerald Brunk
|
|
2,002,568
shares
|
|
Vasco Larcina
|
|
2,002,568
shares
|
|
|
|
|
|
(iii)
Sole
power to dispose or to direct the disposition of:
|
|
|
|
|
|
Lumira Capital II, L.P.
|
|
0 shares
|
|
Lumira Capital II (International), L.P.
|
|
0 shares
|
|
Lumira Capital GP, L.P.
|
|
0
shares
|
|
Lumira GP Inc.
|
|
0
shares
|
|
Lumira GP Holdings Co.
|
|
0
shares
|
|
Lumira Capital Investment Management Inc.
|
|
0
shares
|
|
Peter van der Velden
|
|
0
shares
|
|
Benjamin Rovinski
|
|
0
shares
|
|
Daniel Hetu
|
|
0
shares
|
|
Gerald Brunk
|
|
0
shares
|
|
Vasco Larcina
|
|
0
shares
|
|
|
|
|
|
(iv)
Shared
power to dispose or to direct the disposition of:
|
|
|
|
|
|
Lumira Capital II, L.P.
|
|
1,833,066
shares
|
|
Lumira Capital II (International), L.P.
|
|
169,502
shares
|
|
Lumira Capital GP, L.P.
|
|
2,002,568
shares
|
|
Lumira GP Inc.
|
|
2,002,568
shares
|
|
Lumira GP Holdings Co.
|
|
2,002,568
shares
|
|
Lumira Capital Investment Management Inc.
|
|
2,002,568
shares
|
|
Peter van der Velden
|
|
2,002,568
shares
|
|
Benjamin Rovinski
|
|
2,002,568
shares
|
|
Daniel Hetu
|
|
2,002,568
shares
|
|
Gerald Brunk
|
|
2,002,568
shares
|
|
Vasco Larcina
|
|
2,002,568
shares
|
|
|
|
|
(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.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
This
Amendment No. 2 does not amend the information previously provided
in response to this Item 6.
Item 7. Material to be Filed as Exhibits.
This
Amendment No. 2 does not amend the information previously provided
in response to this Item 7.
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.
|
|
LUMIRA
CAPITAL II, L.P.
BY:
LUMIRA CAPITAL GP, L.P.,
ITS
GENERAL PARTNER
BY: LUMIRA GP INC. ITS
GENERAL PARTNER
|
|
|
|
|
|
|
|
|
Date: January 16,
2020
|
By:
|
/s/ Vasco
Larcina
|
|
|
|
|
Name: Vasco
Larcina
|
|
|
|
|
Title:
VP
Finance
|
|
|
|
LUMIRA
CAPITAL II, L.P.
BY:
LUMIRA CAPITAL GP, L.P.,
ITS
GENERAL PARTNER
BY: LUMIRA GP INC. ITS
GENERAL PARTNER
|
|
|
|
|
|
|
|
|
Date: January 16,
2020
|
By:
|
/s/ Vasco
Larcina
|
|
|
|
|
Name: Vasco
Larcina
|
|
|
|
|
Title:
VP
Finance
|
|
|
|
LUMIRA
CAPITAL GP, L.P.
BY:
LUMIRA GP INC., ITS
GENERAL PARTNER |
|
|
|
|
|
|
|
|
Date: January 16,
2020
|
By:
|
/s/ Vasco
Larcina
|
|
|
|
|
Name: Vasco
Larcina
|
|
|
|
|
Title:
VP
Finance
|
|
|
|
LUMIRA GP INC. |
|
|
|
|
|
|
|
|
Date: January 16,
2020
|
By:
|
/s/
Vasco
Larcina
|
|
|
|
|
Name: Vasco
Larcina
|
|
|
|
|
Title:
VP
Finance
|
|
|
|
LUMIRA GP HOLDINGS CO. |
|
|
|
|
|
|
|
|
Date: January 16,
2020
|
By:
|
/s/ Vasco
Larcina
|
|
|
|
|
Name: Vasco
Larcina
|
|
|
|
|
Title:
VP
Finance
|
|
|
|
LUMIRA CAPITAL INVESTMENT MANAGEMENT INC. |
|
|
|
|
|
|
|
|
Date: January 16,
2020
|
By:
|
/s/ Vasco
Larcina
|
|
|
|
|
Name: Vasco
Larcina
|
|
|
|
|
Title:
VP
Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: January 16,
2020
|
By:
|
/s/ Peter
van der Velden
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
Date: January 16,
2020
|
By:
|
/s/ Benjamin
Rovinski
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: January 16,
2020
|
By:
|
/s/ Daniel
Hetu
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: January 16,
2020
|
By:
|
/s/ Gerald
Brunk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: January 16,
2020
|
By:
|
/s/ Vasco
Larcina
|
|
|
|
|
|
|
|
|
|
|
|