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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
____________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
3)*
____________________________
EDESA BIOTECH, INC.
(Name
of Issuer)
Common Shares, no
par value per share
(Title
of Class of Securities)
27966L108
(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)
September 17, 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 9
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 OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
2,135,594
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,135,594
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,135,594
|
||||
|
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
22.3%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
CO
|
||||
(1)
Based on a total of
9,577,619 Common Shares of the Company outstanding as of September
17, 2020 and an additional
11,570 Common Shares underlying vested Class A and Class B warrants
that are deemed outstanding with respect to this Reporting
Person.
|
CUSIP No. 27966L108
|
|
Page 3
of 9
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)
AF
|
||||
|
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
224,094
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
224,094
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,094
|
||||
|
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
2.3%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
CO
|
||||
(1)
Based on a total of
9,577,619 Common Shares of the Company outstanding as of September
17, 2020.
|
CUSIP No. 27966L108
|
|
Page 4
of 9
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)
AF
|
||||
|
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
371,727
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
371,727
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,727
|
||||
|
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
3.9%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
CO
|
||||
|
(1) Based
on a total of 9,577,619 Common Shares of the Company outstanding as
of September 17, 2020.
|
|||||
|
CUSIP
No. 27966L108
|
|
Page 5
of 9
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
|
||||
|
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
585,792
|
|||
|
8
|
SHARED
VOTING POWER
2,731,415
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
585,792
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,731,415
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,317,207
|
||||
|
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
34.4%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
||||
(1)
Based on a total of
9,577,619 Common Shares of the Company outstanding as of September
17, 2020, and an additional
48,480 Common Shares underlying vested share options and an
additional 11,570 Common Shares underlying vested Class A and Class
B warrants that are deemed outstanding with respect to this
Reporting Person.
SCHEDULE 13D
This
Amendment No. 3 (“Amendment No. 3”) 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 and (iii) 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
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. 3, the Schedule 13D
remains in full force and effect.
The purpose of this Amendment No. 3 is to
(i) report the transfer of all of the capital stock of 1968160
Ontario Inc., an Ontario corporation (1968160
Ontario Inc.,
collectively with Pardeep Nijhawan Medicine Professional
Corporation, Dr. Pardeep Nijhawan, and The Digestive Health Clinic
Inc., the “Reporting Persons”), to Dr. Pardeep Nijhawan pursuant to the foreign
equivalent of a domestic relations order and
(ii) to report the acquisition of Common Shares by Pardeep
Nijhawan Medicine Professional Corporation, each as described in this Amendment
No. 3.
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
jointly filed by the Reporting Persons. Dr. Pardeep Nijhawan
is the sole executive
officer and sole director of each of Pardeep Nijhawan
Medicine Professional Corporation, The Digestive Health Clinic Inc
and 1968160 Ontario Inc. Dr. Pardeep Nijhawan
is also the Chief Executive
Officer of the Issuer. The principal address of the Reporting
Persons is 100 Spy
Court, Markham, Ontario, Canada L3R 5H6.
Pardeep Nijhawan
Medicine Professional Corporation is a professional medical
corporation through which Dr. Pardeep Nijhawan operates his medical
practice. The Digestive Health
Clinic Inc. owns and operates specialist medical clinics with
services in gastroenterology, hepatology and internal
medicine. 1968160 Ontario Inc. is a holding company that
holds 371,727 Common Shares of the Company, among other
assets.
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.
Dr.
Pardeep Nijhawan is a Canadian citizen.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 is hereby supplemented as follows:
Pardeep Nijhawan Medicine Professional Corporation acquired 5,000
Common Shares of the Company on March 17, 2020 at an average
purchase price per share of $1.87 and an additional 3,000 Common
Shares of the Company on May 26, 2020 at an average purchase price
of $2.9797 per share, each in open market purchases.
On September 17, 2020, Dr. Pardeep Nijhawan,
pursuant to the foreign equivalent of a domestic relations order,
was transferred ownership of 1968160 Ontario Inc., which owns
371,727 Common Shares of the Company (the
“Transaction”). The Transaction resulted in Dr. Pardeep
Nijhawan becoming the sole owner of 1968160 Ontario Inc., thereby
resulting in Dr. Pardeep Nijhawan indirectly and beneficially
owning an additional 371,727 Common Shares of the
Company.
SCHEDULE 13D
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.
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:
|
Pardeep Nijhawan Medicine Professional Corporation (1)
|
|
2,135,594
shares
|
|
The Digestive Health Clinic Inc.
|
|
224,094 shares
|
|
Pardeep Nijhawan (2)
|
|
3,317,207
shares
|
|
1968160
Ontario Inc.
|
|
371,727
shares
|
(1)
Includes 11,570 Common Shares
underlying vested Class A and Class B warrants that are deemed
outstanding with respect to this Reporting
Person.
(2)
Includes 48,480 Common Shares underlying vested share options and
an additional 11,570 Common Shares underlying vested Class A and
Class B warrants that are deemed outstanding with respect to this
Reporting Person.
Percent of class:
|
Pardeep Nijhawan Medicine Professional Corporation (1)
|
22.3%
|
|
The Digestive Health Clinic Inc. (2)
|
2.3%
|
|
Pardeep Nijhawan (3)
|
34.4%
|
|
1968160 Ontario
Inc. (2)
|
3.9%
|
(1)
Based on a total of
9,577,619 Common Shares of the Company outstanding as of September
17, 2020 and an additional
11,570 Common Shares underlying vested Class A and Class B warrants
that are deemed outstanding with respect to this Reporting
Person.
(2)
Based on a total of 9,577,619 Common Shares of
the Company outstanding as of September 17, 2020.
(3)
Based on a total of
9,577,619 Common Shares of the Company outstanding as of September
17, 2020, and an additional
48,480 Common Shares underlying vested share options and an
additional 11,570 Common Shares underlying vested Class A and Class
B warrants that are deemed outstanding with respect to this
Reporting Person.
SCHEDULE 13D
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
|
|
Pardeep Nijhawan
|
|
585,792
shares
|
|
1968160
Ontario Inc.
|
|
0
shares
|
(ii)
Shared
power to vote or to direct the vote:
|
Pardeep Nijhawan Medicine Professional Corporation
|
|
2,135,594
shares
|
|
The Digestive Health Clinic Inc.
|
|
224,094 shares
|
|
Pardeep Nijhawan
|
|
2,731,415
shares
|
|
1968160
Ontario Inc.
|
|
371,727
shares
|
(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
|
|
Pardeep Nijhawan
|
|
585,792
shares
|
|
1968160
Ontario Inc.
|
|
0
shares
|
|
|
|
|
(iv)
Shared
power to dispose or to direct the disposition of:
|
Pardeep Nijhawan Medicine Professional Corporation
|
|
2,135,594
shares
|
|
The Digestive Health Clinic Inc.
|
|
224,094 shares
|
|
Pardeep Nijhawan
|
|
2,731,415
shares
|
|
1968160
Ontario Inc.
|
|
371,727
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. 3 does not amend the information previously provided
in response to this Item 6.
Item 7. Material to be Filed as Exhibits.
Exhibit
No.
Description
Joint Filing Agreement,
dated as of September 18, 2020 by and among (i) Pardeep Nijhawan
Medicine Professional Corporation, formed in Ontario, Canada, (ii)
The Digestive Health Clinic Inc., formed in Ontario, Canada,
(iii) 1968160 Ontario Inc., formed in Ontario, Canada,
and (iv)
Dr. Pardeep Nijhawan, an individual.
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: September 18, 2020
|
|
By:
|
|
/s/
Pardeep Nijhawan
|
|||
|
|
|
|
|
Name:
|
|
Pardeep
Nijhawan
|
|
|
|
|
|
|
Title:
|
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE DIGESTIVE HEALTH CLINIC INC.
|
|
||
|
|
|
|
|
|
|||
|
Date: September 18, 2020
|
|
By:
|
|
/s/
Pardeep Nijhawan
|
|||
|
|
|
|
|
Name:
|
|
Pardeep
Nijhawan
|
|
|
|
|
|
|
Title:
|
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: September 18, 2020
|
|
By:
|
|
/s/
Pardeep Nijhawan
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1968160
ONTARIO INC.
|
|||
|
|
|
|
|
|
|
|
|
|
Date: September 18, 2020
|
|
By:
|
|
/s/
Pardeep Nijhawan
|
|||
|
|
|
|
|
Name:
|
|
Pardeep
Nijhawan
|
|
|
|
|
|
|
Title:
|
|
Chief
Executive Officer
|
|