Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
____________________________
| EDESA BIOTECH, INC. |
| (Name of Issuer) |
Common Shares, no par value per share
(Title of Class of Securities)
27966L306 (CUSIP Number)
Dr. Pardeep Nijhawan
c/o Edesa Biotech, Inc.
100 Spy Court
Markham, Ontario, L3R 5H6, Canada
(289) 800-9600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 30, 2024
(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. 27966L306 | Page 2 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON
Pardeep Nijhawan Medicine Professional Corporation |
| 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)
WC |
| 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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
|
8
|
SHARED VOTING POWER
360,585 (1) | |
|
9
|
SOLE DISPOSITIVE POWER
0 | |
|
10
|
SHARED DISPOSITIVE POWER
360,585 (1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,585 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) CERTAIN SHARES (see Instructions)
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.0% (2) |
| 14 |
TYPE OF REPORTING PERSON (see instructions)
CO |
|
(1)
(2) |
Excludes (i) 326,560 Common Shares underlying warrants which are subject to a 19.99% beneficial ownership blocker as described below in Item 3 and (ii) 432,836 Common Shares underlying Preferred Shares (as defined below) which are subject to a 19.99% beneficial ownership blocker as described below in Item 3.
Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024, and an additional 16,305 Common Shares underlying vested warrants and an additional 2,578 Common Shares underlying Preferred Shares that are deemed outstanding with respect to this Reporting Person.
|
| CUSIP No. 27966L306 | Page 3 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON
The Digestive Health Clinic 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)
WC |
| 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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
|
8
|
SHARED VOTING POWER
32,013 | |
|
9
|
SOLE DISPOSITIVE POWER
0 | |
|
10
|
SHARED DISPOSITIVE POWER
32,013 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,013 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) CERTAIN SHARES (see Instructions)
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0% (1) |
| 14 |
TYPE OF REPORTING PERSON (see instructions)
CO |
| (1) | Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024. |
| CUSIP No. 27966L306 | Page 4 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON
1968160 Ontario 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)
WC |
| 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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
|
8
|
SHARED VOTING POWER
53,104 | |
|
9
|
SOLE DISPOSITIVE POWER
0 | |
|
10
|
SHARED DISPOSITIVE POWER
53,104 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,104 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) CERTAIN SHARES (see Instructions)
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.6% (1) |
| 14 |
TYPE OF REPORTING PERSON (see instructions)
CO |
| (1) | Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024. |
| CUSIP No. 27966L306 | Page 5 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON
The New Nijhawan Family Trust 2015 |
| 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)
WC |
| 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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
48,914 | |
|
9
|
SOLE DISPOSITIVE POWER
| |
|
10
|
SHARED DISPOSITIVE POWER
48,914 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,914 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) CERTAIN SHARES (see Instructions)
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.5% (1) |
| 14 |
TYPE OF REPORTING PERSON (see instructions)
OO |
| (1) | Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024 and an additional 16,305 Common Shares underlying vested warrants that are deemed outstanding with respect to this Reporting Person. |
| CUSIP No. 27966L306 | Page 6 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON
Pardeep Nijhawan |
| 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)
AF, PF |
| 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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
180,708 |
|
8
|
SHARED VOTING POWER
494,616 (1) | |
|
9
|
SOLE DISPOSITIVE POWER
180,708 | |
|
10
|
SHARED DISPOSITIVE POWER
494,616 (1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,324 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) CERTAIN SHARES (see Instructions)
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.99% (2) |
| 14 |
TYPE OF REPORTING PERSON (see instructions)
IN |
| (1) | Consists of 360,585 Common Shares beneficially owned by Pardeep Nijhawan Medicine Professional Corporation, 32,013 Common Shares beneficially owned by The Digestive Health Clinic Inc., 53,104 Common Shares beneficially owned by 1968160 Ontario Inc. and 48,914 Common Shares beneficially owned by The New Nijhawan Family Trust 2015. Excludes (i) 326,560 Common Shares underlying warrants held by Pardeep Nijhawan Medicine Professional Corporation which are subject to a 19.99% beneficial ownership blocker as described below in Item 3 and (ii) 432,836 Common Shares underlying Preferred Shares Pardeep Nijhawan Medicine Professional Corporation which are subject to a 19.99% beneficial ownership blocker as described below in Item 3. |
| (2) | Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024, an additional 48,090 Common Shares underlying vested share options, an additional 47,645 Common Shares underlying vested restricted stock units, an additional 32,610 Common Shares underlying vested warrants and an additional 2,578 Common Shares underlying Preferred Shares that are beneficially owned and deemed outstanding with respect to this Reporting Person. |
SCHEDULE 13D
This Amendment No. 7 (“Amendment No. 7”) amends and supplements the statement on Schedule 13D jointly filed by (i) Pardeep Nijhawan Medicine Professional Corporation, formed in Ontario, Canada, (ii) The Digestive Health Clinic Inc., formed in Ontario, Canada, (iii) 1968160 Ontario Inc., an Ontario, Canada corporation (iv) The New Nijhawan Family Trust 2015, an Ontario, Canada trust and (v) Dr. Pardeep Nijhawan, an individual on June 17, 2019, as amended by Amendment No. 1 filed on August 19, 2019, as further amended by Amendment No. 2 filed on January 16, 2020, as further amended by Amendment No. 3 filed on September 18, 2020, as further amended by Amendment No. 4 filed on November 8, 2022, as further amended by Amendment No. 5 filed on August 21, 2023, as further amended by Amendment No. 6 filed on January 16, 2024 (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 (the “Company” or the “Issuer”). Except as expressly amended by this Amendment No. 7, the Schedule 13D remains in full force and effect. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented as follows:
Since the filing of the Schedule 13D/A on January 16, 2024, the Issuer has granted Dr. Pardeep Nijhawan the following restricted stock units, which vested in full upon grant: (i) 2,978 restricted stock units on February 1, 2024, (ii) 2,765 restricted stock units on March 1, 2024, (iii) 3,253 restricted stock units on April 1, 2024, (iv) 3,083 restricted stock units on May 1, 2024, (v) 4,785 restricted stock units on June 3, 2024, (vi) 4,015 restricted stock units on July 2, 2024, (vii) 3,317 restricted stock units on August 1, 2024, (viii) 3,055 restricted stock units on September 3, 2024 and (ix) 3,300 restricted stock units on October 2, 2024.
On March 25, 2024, Pardeep Nijhawan Medicine Professional Corporation purchased 5,000 Common Shares in an open market purchase, at a price per share of $4.00.
On October 30, 2024, the Issuer entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Pardeep Nijhawan Medicine Professional Corporation, pursuant to which the Issuer agreed to issue and sell in a private placement, up to $5,000,000 of shares (the “Preferred Shares”) of the Issuer’s newly designated Series A-1 Convertible Preferred Shares, stated value $10,000 per share, each of which is initially convertible into approximately 2,903 Common Shares (the “Conversion Shares”) at a conversion price of $3.445 per Conversion Share, and warrants (the “Warrants”) to purchase Common Shares (the “Warrant Shares”) at an exercise price of $3.445 per Warrant Share. The Preferred Shares and the Warrants were 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 underlying Conversion Shares at a combined purchase price of $10,272.13 per Preferred Share and related Warrants. Under the Purchase Agreement, the Reporting Person has purchased 150 Preferred Shares initially convertible into an aggregate of 435,414 Conversion Shares and Warrants to purchase up to an aggregate of 326,560 Warrant Shares for an aggregate purchase price of $1,540,819. The Reporting Person will not have the right to convert any portion of its Preferred Shares if, together with its affiliates, it would beneficially own in excess of 19.99% of the number of Common Shares outstanding immediately after giving effect to such conversion. The Reporting Person will not have the right to exercise any portion of its Warrants if, together with its affiliates, it would beneficially own in excess of 19.99% of the number of Common Shares outstanding immediately after giving effect to such exercise.
Item 5. Interest in Securities of the Issuer.
(a)-(b)
Number of Common Shares beneficially owned:
| Pardeep Nijhawan Medicine Professional Corporation (1) | 360,585 shares | |
| The Digestive Health Clinic Inc. | 32,013 shares | |
| 1968160 Ontario Inc. | 53,104 shares | |
| The New Nijhawan Family Trust 2015 (2) | 48,914 shares | |
| Pardeep Nijhawan (3) | 675,324 shares |
SCHEDULE 13D
| (1) | Includes 16,305 Common Shares underlying vested warrants and 2,578 Common Shares underlying Preferred Shares that are deemed outstanding with respect to this Reporting Person. Excludes (i) 326,560 Common Shares underlying warrants which are subject to a 19.99% beneficial ownership blocker as described below in Item 3 and (ii) 432,836 Common Shares underlying Preferred Shares which are subject to a 19.99% beneficial ownership blocker as described in Item 3. |
| (2) | Includes 16,305 Common Shares underlying vested warrants that are deemed outstanding with respect to this Reporting Person. |
| (3) | Includes 84,973 Common Shares, 47,645 Common Shares underlying vested restricted stock units and 48,090 Common Shares underlying vested share options held directly by Dr. Pardeep Nijhawan, 341,702 Common Shares, an additional 32,610 Common Shares underlying vested warrants and 2,578 Common Shares underlying Preferred Shares that are deemed outstanding held by Pardeep Nijhawan Medicine Professional Corporation, 32,013 Common Shares held by The Digestive Health Clinic Inc., 53,104 Common Shares held by 1968160 Ontario Inc., and 32,609 Common Shares and an additional 16,305 Common Shares underlying vested warrants that are deemed outstanding held by The New Nijhawan Family Trust 2015. Excludes (i) 326,560 Common Shares underlying warrants held by Pardeep Nijhawan Medicine Professional Corporation which are subject to a 19.99% beneficial ownership blocker as described below in Item 3 and (ii) 432,836 Common Shares underlying Preferred Shares Pardeep Nijhawan Medicine Professional Corporation which are subject to a 19.99% beneficial ownership blocker as described in Item 3. |
Percent of class:
| Pardeep Nijhawan Medicine Professional Corporation (1) | 11.0 | % | ||
| The Digestive Health Clinic Inc. (2) | 1.0 | % | ||
| 1968160 Ontario Inc. (2) | 1.6 | % | ||
| The New Nijhawan Family Trust 2015 (3) | 1.5 | % | ||
| Pardeep Nijhawan (4) | 19.99 | % | ||
| (1) | Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024, and an additional 16,305 Common Shares underlying vested warrants and an additional 2,578 Common Shares underlying Preferred Shares that are deemed outstanding with respect to this Reporting Person. |
| (2) | Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024. |
| (3) | Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024 and an additional 16,305 Common Shares underlying vested warrants that are deemed outstanding with respect to this Reporting Person. |
| (4) | Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024, an additional 48,090 Common Shares underlying vested share options, an additional 47,645 Common Shares underlying vested restricted stock units, an additional 32,610 Common Shares underlying vested warrants and an additional 2,578 Common Shares underlying Preferred Shares that are beneficially owned and deemed outstanding with respect to this Reporting Person. |
Number of shares as to which such person has:
| (i) | Sole power to vote or to direct the vote: |
| Pardeep Nijhawan Medicine Professional Corporation | 0 shares | |
| The Digestive Health Clinic Inc. | 0 shares | |
| 1968160 Ontario Inc. | 0 shares | |
| The New Nijhawan Family Trust 2015 | 0 shares | |
| Pardeep Nijhawan | 180,708 shares |
| (ii) | Shared power to vote or to direct the vote: |
| Pardeep Nijhawan Medicine Professional Corporation | 360,585 shares | ||
| The Digestive Health Clinic Inc. | 32,013 shares | ||
| 1968160 Ontario Inc. | 53,104 shares | ||
| The New Nijhawan Family Trust 2015 | 48,914 shares | ||
| Pardeep Nijhawan | 675,324 shares |
SCHEDULE 13D
| (iii) | Sole power to dispose or to direct the disposition of: |
| Pardeep Nijhawan Medicine Professional Corporation | 0 shares | ||
| The Digestive Health Clinic Inc. | 0 shares | ||
| 1968160 Ontario Inc. | 0 shares | ||
| The New Nijhawan Family Trust 2015 | 0 shares | ||
| Pardeep Nijhawan | 180,708 shares |
| (iv) | Shared power to dispose or to direct the disposition of: |
| Pardeep Nijhawan Medicine Professional Corporation | 360,585 shares | ||
| The Digestive Health Clinic Inc. | 32,013 shares | ||
| 1968160 Ontario Inc. | 53,104 shares | ||
| The New Nijhawan Family Trust 2015 | 48,914 shares | ||
| Pardeep Nijhawan | 675,324 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.
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.
PARDEEP NIJHAWAN MEDICINE PROFESSIONAL CORPORATION
| Date: November 1, 2024 | By: | /s/ Pardeep Nijhawan | ||
| Name: | Pardeep Nijhawan | |||
| Title: | Chief Executive Officer | |||
| THE DIGESTIVE HEALTH CLINIC INC. | ||||
| Date: November 1, 2024 | By: | /s/ Pardeep Nijhawan | ||
| Name: | Pardeep Nijhawan | |||
| Title: | Chief Executive Officer | |||
| 1968160 ONTARIO INC. | ||||
| Date: November 1, 2024 | By: | /s/ Pardeep Nijhawan | ||
| Name: | Pardeep Nijhawan | |||
| Title: | Chief Executive Officer | |||
| THE NEW NIJHAWAN FAMILY TRUST 2015 | ||||
| Date: November 1, 2024 | By: | /s/ Pardeep Nijhawan | ||
| Name: | Pardeep Nijhawan | |||
| Title: | Trustee | |||
| PARDEEP NIJHAWAN | ||||
| Date: November 1, 2024 | /s/ Pardeep Nijhawan | |||