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As filed with the
Securities and Exchange Commission on April 23, 2021
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Registration No.
333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EDESA BIOTECH, INC.
(Exact
name of registrant as specified in its charter)
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British Columbia, Canada
(State
or other jurisdiction of incorporation or
organization)
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N/A
(I.R.S.
Employer Identification No.)
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100 Spy Court
Markham, Ontario, Canada
(Address
of principal executive offices)
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L3R 5H6
(Zip
Code)
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Edesa Biotech, Inc. 2019 Equity Incentive Compensation
Plan
(Full
title of the plan)
Kathi Niffenegger
Chief Financial Officer
c/o Edesa Biotech, Inc.
100 Spy Court
Markham, Ontario, Canada L3R 5H6
(Name
and address of agent for service)
(289) 800-9600
(Telephone
number, including area code, of agent for service)
Copies
to:
Jonathan Friedman, Esq.
Stubbs Alderton & Markiles, LLP
15260 Ventura Boulevard, 20th Floor
Sherman Oaks, CA 91403
(818) 444-4500
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.
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Large accelerated filer
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☐
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Smaller reporting company
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☒
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Non-accelerated filer
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☒
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Accelerated filer
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☐
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount To Be
Registered (1)
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Proposed Maximum
Offering Price
Per Share (2)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount Of
Registration Fee
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Common Shares, no par value per share $0.001 per share
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1,497,000(3)
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$5.10
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$7,634,700
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$833
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(1)
Pursuant to Rule
416 under the Securities Act of 1933, as amended, this Registration
Statement also covers such additional shares as may hereinafter be
offered or issued to prevent dilution resulting from share splits,
share dividends or similar transactions effected without the
receipt of consideration.
(2)
Estimated solely
for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933, as amended, based on
a per share price of $5.10, the average of the high and low
reported sales prices of the Registrant’s common shares on
the NASDAQ Capital Market on April 21, 2021.
(3)
Represents
1,497,000 shares reserved for issuance under the Edesa Biotech,
Inc. 2019 Equity Incentive Compensation Plan.
This
Registration Statement on Form S-8 is filed by Edesa Biotech, Inc.,
a British Columbia corporation (the “Registrant”),
relating to 1,497,000 common shares, no par value per share (the
“Common
Shares”), issuable under the Edesa Biotech, Inc. 2019
Equity Incentive Compensation Plan (the “Plan”), which
Common Shares are in addition to the 1,153,147 Common Shares
registered on the Registrant’s Form S-8 filed on January 28,
2020 (Registration No. 333-236121)(the “Prior Registration
Statement”).
This
Registration Statement relates to securities of the same class as
those to which the Prior Registration Statement relates, and is
submitted in accordance with General Instruction E to Form S-8
regarding Registration of Additional Securities. Pursuant to
Instruction E of Form S-8, the contents of the Prior Registration
Statement is incorporated herein by reference and made part of this
Registration Statement, except as amended hereby.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation
of Documents by Reference
The
following documents, which previously have been filed by the
Registrant with the Securities and Exchange Commission (the
“Commission”)
pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), are incorporated by reference herein and shall
be deemed to be a part hereof:
●
our Annual Report on Form 10-K for our fiscal year ended September
30, 2020 (filed on December 7, 2020);
●
our Quarterly Report on Form 10-Q for our fiscal quarter ended
December 31, 2020 (filed on February 16, 2021);
●
our Current Reports on Form 8-K, dated
February 2, 2021 (filed on February 3, 2021) (other than any portions thereof deemed
furnished and not filed); dated February 25, 2021 (filed on
February 26, 2021) and as amended by our Current Report on Form
8-K/A on February 25, 2021 (filed on February 26, 2021); dated
March 16, 2021 (filed on March 22, 2021) and dated April 22, 2021
(filed on April 23, 2021); and
●
the
description of our Common Shares contained in our Registration
Statement on Form 8-A filed with the SEC on November 3, 2015,
including any amendment or report filed for the purpose of updating
such description.
All
documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after the date of
this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents; provided,
however, that documents or information deemed to have been
furnished and not filed in accordance with the rules of the
Commission shall not be deemed incorporated by reference into this
Registration Statement. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is deemed
to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement. The Registrant’s file
number with the Commission is No. 001-37619.
2
Item
8.
Exhibits.
The
following exhibits are filed as part of this Registration
Statement:
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Exhibit
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Incorporated by Reference
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Filed
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Number
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Exhibit Description
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Form
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File Number
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Exhibit
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Filing Date
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Herewith
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Opinion
of Fasken Martineau Dumoulin LLP
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X
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Edesa
Biotech, Inc. 2019 Equity Incentive Compensation Plan
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8-K
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001-37619
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10.1
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10/25/2019
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Amendment
No. 1 to Edesa Biotech, Inc. 2019 Equity Incentive Compensation
Plan
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8-K
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001-37619
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10.1
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4/23/2021
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Consent
of Fasken Martineau Dumoulin LLP (included in Exhibit
5.1)
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X
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Consent
of Independent Registered Public Accounting Firm
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X
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Power
of Attorney (included on signature page)
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X
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3
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Markham, Province of Ontario, on April 23, 2021.
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EDESA BIOTECH, INC.
(Registrant)
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By:
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/s/ Michael
Brooks
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Michael
Brooks
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President
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POWER OF ATTORNEY
Each
person whose signature appears below constitutes and appoints
Pardeep Nijhawan and Kathi
Niffenegger, and each of them, as such person’s true
and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such
person’s name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to
this Registration Statement and to file a new registration
statement under Rule 461 or Instruction E of Form S-8 of the
Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the foregoing, as fully to
all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the
requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities and on the dates stated.
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Signature
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Title
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Date
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/s/ Pardeep Nijhawan
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Director, Chief Executive Officer and Corporate
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April 23, 2021
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Pardeep Nijhawan
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Secretary (Principal Executive Officer)
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/s/ Kathi Niffenegger
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Chief Financial Officer
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April 23, 2021
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Kathi Niffenegger
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(Principal Financial and Accounting Officer)
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/s/ Lorin Johnson
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Director
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April 23, 2021
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Lorin Johnson
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/s/ Sean McDonald
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Director
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April 23, 2021
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Sean McDonald
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/s/ Frank Oakes
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Director
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April 23, 2021
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Frank Oakes
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/s/ Paul Pay
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Director
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April 23, 2021
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Paul Pay
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/s/ Carlo Sistilli
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Director
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April 23, 2021
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Carlo Sistilli
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/s/ Peter van der Velden
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Director
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April 23, 2021
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4
Exhibit 5.1
[FASKEN LETTERHEAD]
April
23, 2021
Edesa Biotech, Inc.
100 Spy Court
Markham, Ontario, Canada L3R5H6
Re:
2019 Incentive Compensation Plan
Ladies and Gentlemen:
We
have acted as Canadian legal counsel to Edesa Biotech, Inc., a
corporation organized under the laws of British Columbia (the
“Company”), in connection with the registration
statement on Form S-8 (the “Registration Statement”),
being filed by the Company with the Securities and Exchange
Commission (the “Commission”) under the Securities Act
of 1933, as amended (the “Act”), on the date hereof.
This Registration Statement relates to the registration of an
additional 1,497,000 common shares (the “Shares”), no
par value per share (the “Common Shares”), of the
Company that may be issued under the Company’s 2019 Equity
Incentive Compensation Plan (the “Plan”), as
amended.
This
opinion is being furnished in connection with the requirements of
Item 601(b)(5) of Regulation S-K under the Act, and no opinion is
expressed herein as to any matter pertaining to the contents of the
Registration Statement or related applicable prospectus, other than
as expressly stated herein with respect to the issue of the
Shares.
As
such counsel, we have examined such matters of fact and questions
of law as we have considered appropriate for purposes of this
letter. With your consent, we have relied upon certificates and
other assurances of officers of the Company and others as to
factual matters without having independently verified such factual
matters. We are qualified to practice law in the Provinces of
British Columbia, Alberta, Ontario and Quebec and we do not purport
to be experts on the law of any other jurisdiction other than the
Provinces of British Columbia, Alberta, Ontario and Quebec and the
federal laws of Canada applicable therein. We do not express any
opinion herein concerning any law other than the laws of the
Provinces of British Columbia, Alberta, Ontario and Quebec and the
federal laws of Canada applicable therein. We express no opinion
and make no representation with espect to the law of any other
jurisdiction.
Subject
to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof, the Shares have been duly
authorized by all necessary corporate action of the Company and,
when issued and sold in accordance with the provisions of the Plan,
will be validly issued, fully paid and nonassessable.
This
opinion is for your benefit in connection with the Registration
Statement and may be relied upon by you and by persons entitled to
rely upon it pursuant to the applicable provisions of the Act. We
consent to your filing this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ FASKEN MARTINEAU
DuMOULIN LLP
FASKEN MARTINEAU DuMOULIN LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We
consent to the incorporation by reference of our auditors’
report dated December 7, 2020 on the consolidated financial
statements of Edesa Biotech, Inc. and its subsidiaries (the
“Company”) for the year ended September 30, 2020 and
the nine-month period ended September 30, 2019 (which expresses an
unqualified opinion) which report was included in the
Company’s Annual Report on Form 10-K filed December 7,
2020.
/s/ MNP LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
April
23, 2021