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  4. [8-K] Edesa Biotech, Inc. Reports Material Event

Edesa Biotech (NASDAQ: EDSA) boosts equity plan and reelects full board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Edesa Biotech, Inc. reported results of its 2026 Annual General and Special Meeting of Shareholders. Shareholders approved an amendment to the 2019 Equity Incentive Compensation Plan to increase shares available for issuance by 750,000 and remove the annual per-participant option grant limit.

All seven director nominees were elected to serve until the 2027 annual meeting, with support of roughly 2.67–2.71 million votes for each and 2,147,101 broker non-votes. Shareholders also approved, on an advisory basis, executive compensation and ratified MNP LLP as auditors for the fiscal year ending September 30, 2026.

The company reported that 4,901,921 common shares, or about 55% of shares entitled to vote, were represented in person or by proxy at the meeting.

Positive

  • None.

Negative

  • None.
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.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 750,000 shares Additional shares available under 2019 Equity Incentive Compensation Plan
Shares represented at meeting 4,901,921 shares Approximately 55% of outstanding common shares entitled to vote
Say-on-pay support 2,670,075 votes For Advisory vote on executive compensation
Equity plan amendment vote 2,613,551 votes For Proposal to amend 2019 Equity Incentive Compensation Plan
Auditor ratification votes 4,814,478 votes For Appointment of MNP LLP for fiscal year ending September 30, 2026
Typical director support range ≈2.67M–2.71M votes For Votes for each of seven director nominees
Equity Incentive Compensation Plan financial
"shareholders approved an amendment to the Company’s 2019 Equity Incentive Compensation Plan"
An equity incentive compensation plan is a company program that pays employees, managers or directors with shares or rights to buy shares so their financial rewards rise with the company’s value—like giving team members a stake in the house they’re helping maintain. Investors care because these plans change how many shares exist (dilution), create ongoing expense and influence management’s motivation, all of which can affect future earnings and stock price.
broker non-votes financial
"For, Withhold, Broker Non-Votes Joan Chypyha | 2,705,856 | 48,964 | 2,147,101"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote on executive compensation financial
"Proposal No. 2 - Advisory Vote on Executive Compensation The shareholders approved, on an advisory basis, the executive compensation"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
independent registered public accounting firm financial
"appointment of MNP LLP as the Company’s auditors and independent registered public accounting firm for the fiscal year ending September 30, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"
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 →
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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 27, 2026

 

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   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 27, 2026, Edesa Biotech, Inc. (the “Company”) held its 2026 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved an amendment (the “Plan Amendment”) to the Company’s 2019 Equity Incentive Compensation Plan (the “2019 Plan”) to (i) increase the number of shares available for issuance thereunder by 750,000 shares and (ii) eliminate the annual per participant option grant limit.

 

The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, 4,901,921 common shares, or approximately 55% of the outstanding common shares entitled to vote, were represented by proxy or in person. The matters voted on by shareholders at the Annual Meeting and the results of such voting are set forth below.

 

Proposal No. 1 - Election of the Company’s Directors

 

Based upon the following votes, the shareholders elected Joan Chypyha, David Liu, Sean MacDonald, Patrick Marshall, Pardeep Nijhawan, Charles Olson and Carlo Sistilli to serve as members of the Company’s board of directors until the annual meeting of shareholders to be held in 2027 or until their successors are duly elected and qualified.

 

  For Withhold Broker Non-Votes
Joan Chypyha 2,705,856 48,964 2,147,101
David Liu 2,674,286 80,534 2,147,101
Sean MacDonald 2,674,082 80,738 2,147,101
Patrick Marshall 2,706,023 48,797 2,147,101
Pardeep Nijhawan 2,705,297 49,523 2,147,101
Charles Olson 2,705,959 48,861 2,147,101
Carlo Sistilli 2,673,724 81,096 2,147,101

 

Proposal No. 2 - Advisory Vote on Executive Compensation

 

The shareholders approved, on an advisory basis, the executive compensation of the named executive officers as disclosed in the proxy statement for the Annual Meeting, by the following vote.

 

For       Against       Abstain       Broker Non-Votes  
2,670,075       69,281       15,464       2,147,101  

 

Proposal No. 3 - Approval of Amendment to the 2019 Equity Incentive Compensation Plan

 

The shareholders approved an amendment to the Company’s 2019 Plan to (i) increase the number of shares available for issuance thereunder plan by 750,000 shares and (ii) eliminate the annual per participant option grant limit.

 

For       Against       Abstain       Broker Non-Votes  
2,613,551       130,589       10,680       2,147,101  

 

 

 

 

 

Proposal No. 4 - Appointment of MNP LLP as the Company’s Auditors and Independent Registered Public Accounting Firm for the Ensuing Year

 

The shareholders approved the appointment of MNP LLP as the Company’s auditors and independent registered public accounting firm for the fiscal year ending September 30, 2026.

 

For       Withhold       Broker Non-Votes  
4,814,478       87,443       N/A  

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1*   Amendment No. 5 to Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* 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: May 29, 2026 By: /s/ Peter Weiler
  Name: Peter Weiler
  Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Edesa Biotech (EDSA) shareholders approve regarding the 2019 Equity Incentive Plan?

Shareholders approved an amendment to the 2019 Equity Incentive Compensation Plan adding 750,000 shares for issuance and removing the annual per-participant option grant limit. This change increases the pool of equity available for compensating and incentivizing employees, directors, and other eligible participants.

How many Edesa Biotech (EDSA) shares were represented at the 2026 annual meeting?

4,901,921 common shares were represented in person or by proxy at the 2026 annual meeting, equal to approximately 55% of the outstanding common shares entitled to vote. This level of participation determined the outcome of all director and proposal votes.

Were all Edesa Biotech (EDSA) director nominees elected at the 2026 meeting?

Yes, all seven nominees were elected: Joan Chypyha, David Liu, Sean MacDonald, Patrick Marshall, Pardeep Nijhawan, Charles Olson, and Carlo Sistilli. Each received around 2.67–2.71 million votes "For," with additional broker non-votes reported for each director position.

How did Edesa Biotech (EDSA) shareholders vote on executive compensation?

Shareholders approved executive compensation on an advisory basis, with 2,670,075 votes "For," 69,281 "Against," 15,464 "Abstain," and 2,147,101 broker non-votes. This say-on-pay result indicates majority support for the company’s disclosed pay practices for named executive officers.

Which auditors did Edesa Biotech (EDSA) shareholders appoint for fiscal 2026?

Shareholders approved MNP LLP as auditors and independent registered public accounting firm for the fiscal year ending September 30, 2026. The vote recorded 4,814,478 shares "For" and 87,443 "Withhold," with no broker non-votes reported on this proposal.

What was the vote on Edesa Biotech (EDSA) equity plan amendment Proposal No. 3?

The equity plan amendment passed with 2,613,551 votes "For," 130,589 "Against," 10,680 "Abstain," and 2,147,101 broker non-votes. This approval authorizes 750,000 additional shares for the 2019 Equity Incentive Compensation Plan and removes the annual per-participant option grant cap.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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