Edesa Biotech (NASDAQ: EDSA) CEO opts to receive 90% of salary in RSUs

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Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What compensation change did Edesa Biotech (EDSA) make for its CEO?

How are the new RSU grants for Edesa Biotech’s CEO calculated?

What portion of Edesa Biotech CEO Pardeep Nijhawan’s salary remains in cash?

How does the new equity-based salary compare to Edesa Biotech’s prior arrangement?

Under which plan will Edesa Biotech issue RSUs to its CEO?

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Edesa Biotech disclosed that Chief Executive Officer Dr. Pardeep Nijhawan has elected to receive a much larger portion of his compensation in stock-based awards rather than cash. Under his Amended and Restated Employment Agreement, the Board approved that 90% of his monthly base salary will now be paid in the form of fully vested restricted share units (RSUs) granted under the company’s 2019 Equity Incentive Compensation Plan.

The number of RSUs issued each month will be determined by dividing 90% of his monthly base salary by the fair market value of Edesa’s common shares at each month end. The remaining 10% of his salary will continue to be paid in cash to meet local labor law and withholding requirements. Previously, Dr. Nijhawan received 50% of his base salary as RSUs, so this change further aligns his compensation with the company’s share performance.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Equity portion of salary: 90% of monthly base salary Cash portion of salary: 10% of monthly base salary Prior equity portion: 50% of base salary

3 metrics

Equity portion of salary 90% of monthly base salary Paid as fully vested RSUs each month

Cash portion of salary 10% of monthly base salary Paid in cash for labor law and withholding

Prior equity portion 50% of base salary Previously received as RSUs before this change

restricted share units, 2019 Equity Incentive Compensation Plan, fair market value, Amended and Restated Employment Agreement, +1 more

5 terms

2019 Equity Incentive Compensation Plan financial

"fully vested restricted share units (“RSUs”) under the Company’s 2019 Equity Incentive Compensation Plan"

fair market value financial

"calculated by dividing 90% of Dr. Nijhawan’s monthly base salary by the fair market value of the Company’s common shares"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

Amended and Restated Employment Agreement financial

"pursuant to the terms of the Amended and Restated Employment Agreement, dated August 4, 2023"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

05/15/2026 - 09:08 AM

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): May 13, 2026

Edesa Biotech, Inc.

(Exact Name of Registrant as Specified in its Charter)

(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		The Nasdaq Stock Market LLC

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.

On May 13, 2026, the Board of Directors of Edesa Biotech, Inc. (the “Company”), at the request of Pardeep Nijhawan, the Company’s Chief Executive Officer, approved, pursuant to the terms of the Amended and Restated Employment Agreement, dated August 4, 2023, as amended (the “Employment Agreement”) between the Company and Dr. Nijhawan, that 90% of Dr. Nijhawan’s monthly base salary otherwise payable in cash shall be issued in the form of fully vested restricted share units (“RSUs”) under the Company’s 2019 Equity Incentive Compensation Plan (the “Plan”). The Employment Agreement provides that Dr. Nijhawan and the Company may agree that Dr. Nijhawan receive a portion of his base salary otherwise payable in cash in equity-based awards under the Plan, in amounts and on terms determined by the Board of Directors of the Company. The number of RSUs to be granted each month shall be calculated by dividing 90% of Dr. Nijhawan’s monthly base salary by the fair market value of the Company’s common shares at each month end. The RSU grants are subject to the terms and conditions of the Plan and the applicable award agreement. Dr. Nijhawan will receive the remaining 10% of his monthly salary in cash to satisfy local labor law and withholding requirements. Dr. Nijhawan previously received 50% of his base salary as RSUs.

The foregoing description of the compensatory arrangement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, filed on December 12, 2025, and incorporated herein by reference.

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: May 15, 2026	By:	/s/ Peter J. Weiler
	Name:	Peter J. Weiler
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Edesa Biotech’s CEO, Dr. Pardeep Nijhawan, will now receive 90% of his monthly base salary in fully vested RSUs. These awards are granted under the 2019 Equity Incentive Compensation Plan, with 10% of his salary still paid in cash for legal and tax reasons.

Each month, Edesa Biotech calculates Dr. Nijhawan’s RSU grant by dividing 90% of his monthly base salary by the fair market value of Edesa’s common shares at month end. This ties the number of units he receives directly to the company’s share price.

Dr. Nijhawan will receive 10% of his monthly base salary in cash. This cash portion is intended to satisfy local labor law and tax withholding requirements, while the remaining 90% is delivered in fully vested restricted share units each month.

Previously, Dr. Nijhawan received 50% of his base salary as RSUs. Under the updated arrangement approved by the Board, that equity-based portion increases to 90%, significantly expanding the share-linked component of his regular compensation.

The RSUs granted to Dr. Nijhawan are issued under Edesa Biotech’s 2019 Equity Incentive Compensation Plan. The awards are fully vested upon grant and remain subject to the terms of the plan and the applicable award agreement approved by the Board.

British Columbia, Canada

001-37619

(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)

(Zip Code)

3 documents