UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 22,
2021
Edesa Biotech, Inc.
(Exact Name of Registrant as Specified in its Charter)
|
British Columbia, Canada
|
|
001-37619
|
|
N/A
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|||
|
100 Spy Court
Markham, Ontario, Canada L3R 5H6
|
||||
|
(Address
of Principal Executive Offices)
|
||||
(289) 800-9600
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of exchange on which registered
|
|
Common
Shares
|
|
EDSA
|
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☒
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors, Appointment of Certain Officers, Compensatory
Arrangements of Certain Officers.
Amendment of Stock Option and Incentive Plan
On April 22, 2021,
Edesa Biotech, Inc. (the “Company”) held its 2021
annual general meeting of shareholders (the “Annual
Meeting”). At the
Annual Meeting, the Company’s shareholders approved an
amendment to the Company’s 2019 Equity Incentive Compensation
Plan (the “2019 Plan”) to increase the number of shares
available for issuance under the 2019 Plan by 1,497,000
shares. The amendment to the Plan became effective following
its approval by the Company’s
shareholders.
Under the 2019 Plan, the Company is
authorized to grant options, restricted shares and restricted share
units (RSUs) to any of its officers, directors, employees, and
consultants and those of its subsidiaries and other designated
affiliates. The 2019
Plan was originally adopted by the Company’s shareholders on
October 22, 2019 by written consent following approval by the
Company’s Board on October 16, 2019. The Plan is administered by the
Compensation Committee of the Company’s Board of Directors,
subject to certain exceptions described in the 2019
Plan.
Following
the Annual Meeting, Pardeep Nijhawan, the Company’s Chief
Executive Officer, was granted an option to purchase 120,000 common
shares of the Company, Kathi Niffenegger, the Company’s Chief
Financial Officer, was granted an option to purchase 80,000 common
shares of the Company and Michael Brooks, the Company’s
President, was granted an option to purchase 80,000 common shares
of the Company. Each of the options has a term of ten years, vests
monthly in equal proportion over a period of thirty-six months
beginning on the grant date, and have an exercise price of $5.45
per share.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
At the Annual Meeting, 8,081,196 common shares, or
approximately 70% of the outstanding common shares entitled to
vote, were represented by proxy or in person. Set forth below are the
matters submitted to the shareholders at the Annual Meeting, all of
which were approved:
●
the election of seven
directors, nominated by the Company’s board of directors, to
serve until the Company’s annual meeting of shareholders to
be held in 2022 or until their successors are duly elected and
qualified (“Proposal No.
1”);
●
the appointment of MNP LLP as the Company’s
auditors and independent registered public accounting firm for the
ensuing year (“Proposal
No. 2”); and
●
the
amendment to the 2019 Plan to increase the number of shares
available for issuance under the 2019 Plan by 1,497,000 shares
(“Proposal No. 3”).
The
final voting results for each matter submitted to a vote of the
Company’s shareholders are as follows:
Proposal No. 1. Election of the Company’s
Directors.
Proposal
to elect seven directors to the Board:
|
|
For
|
Withhold
|
Broker Non-Votes
|
|
Lorin Johnson, PhD
|
6,103,053
|
20,686
|
1,957,457
|
|
Sean MacDonald
|
6,101,373
|
22,366
|
1,957,457
|
|
Pardeep Nijhawan, MD
|
6,106,121
|
17,618
|
1,957,457
|
|
Frank Oakes
|
5,896,041
|
227,698
|
1,957,457
|
|
Paul Pay
|
6,096,271
|
27,468
|
1,957,457
|
|
Carlo Sistilli, CPA, CMA
|
6,096,238
|
27,501
|
1,957,457
|
|
Peter van der Velden
|
6,090,324
|
33,415
|
1,957,457
|
Proposal No. 2. Appointment of Independent Registered Public
Accounting Firm.
Proposal to approve the appointment of MNP
LLP as the Company’s
auditors and independent registered public accounting firm for the
ensuing year.
|
For
|
Withhold
|
Broker Non-Votes
|
|
8,023,701
|
57,495
|
0
|
Proposal No. 3. Amendment to the 2019
Plan.
Proposal
to approve amendment to the 2019 Plan to increase the number of
shares available for issuance under the 2019 Plan by 1,497,000
shares .
|
For
|
Against
|
Broker Non-Votes
|
|
5,804,643
|
319,096
|
1,957,457
|
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
10.1*
|
|
Amendment No. 1 to Edesa Biotech, Inc. 2019 Equity Incentive
Compensation Plan.
|
*
Management contract or compensatory
plan or arrangement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
Edesa
Biotech, Inc.
|
|
|
|
|
|
|
Date:
April 23, 2021
|
By:
|
/s/
Kathi Niffenegger
|
|
|
Name:
|
Kathi
Niffenegger
|
|
|
Title:
|
Chief
Financial Officer
|
Exhibit 10.1
AMENDMENT NO. 1 TO
EDESA BIOTECH, INC. 2019 EQUITY INCENTIVE COMPENSATION
PLAN
This Amendment to the Edesa Biotech, Inc. 2019
Equity Incentive Compensation Plan (this “Amendment”)
is made and entered into effective as of March 1, 2021 (the
“Effective
Date”), by Edesa Biotech,
Inc., a British Columbia corporation (the
“Company”).
RECITALS
WHEREAS, the Company previously adopted the Edesa
Biotech, Inc. 2019 Equity Incentive Compensation Plan (the
“Plan”);
WHEREAS, by written consent of the Company’s Board
of Directors (the “Board”),
dated as of the Effective Date, the Board approved an increase of
the number of shares of the Company’s Common Shares reserved
for issuance under the Plan by 1,497,000, which represents a number
of Common Shares equal to twenty (20) percent of the
Company’s issued and outstanding Common Shares less
the number of Common Shares remaining available for delivery
under the Plan as of the Effective Date (the
“Plan
Reserve Increase”);
WHEREAS, pursuant to Section 9(f) of the Plan, the Board
may amend, alter, suspend, discontinue or terminate the Plan,
subject to obtaining the consent of the Company’s
shareholders not later than the annual meeting next following such
Board action if such shareholder approval is
required;
WHEREAS, the Company obtained the requisite approval of
its shareholders at its 2021 Annual General
Meeting;
WHEREAS, to record the adoption of the Plan Reserve
Increase by the Board, the Company has caused its authorized
officer to execute this Amendment to effectuate the Plan Reserve
Increase.
AGREEMENT
NOW
THEREFORE, the Company hereby
agrees as follows:
1. Section 4(a) of the Plan is hereby amended and restated to read
as follows:
“Limitation on Overall Number of Shares Available for
Delivery Under Plan. Subject to
adjustment as provided in Section 9(c) hereof, the total number of
Shares reserved and available for delivery under the Plan after the
Amendment Date (as defined below) shall be the sum of (i) 1,497,000
plus (ii) the number of Shares remaining available for delivery
under the Plan as of the Amendment Date. Any Shares that are
subject to Awards of Options shall be counted against this limit as
one (1) Share for every one (1) Share granted. Any Shares that are
subject to Awards other than Options shall be counted against this
limit as one and one-half (1.5) Shares for every one (1) Share
granted. Any Shares delivered under the Plan may consist, in whole
or in part, of authorized and unissued shares. For purposes hereof,
“Amendment Date” shall mean March 1,
2021.
2. Except as expressly modified by this Amendment, the Plan remains
in full force and effect pursuant to its terms. All references to
the Plan in other documentation shall be deemed to be a reference
to the Plan as amended by this Amendment.
3. This Amendment shall be governed by and construed in accordance
with the laws of British Columbia without giving effect to
principles of conflict of laws.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned has caused this Amendment to be
duly executed effective as of the date first written
above.
EDESA BIOTECH, INC.
By: /s/Kathi Niffenegger
Name: Kathi Niffenegger
Title: Chief Financial Officer