Edesa Biotech (Nasdaq: EDSA) sets $3.5M PIPE led by CEO

Rhea-AI Filing Summary

Edesa Biotech, Inc. entered into a securities purchase agreement for a private placement of approximately $3.5 million of common shares. The company plans to sell 729,241 shares in a PIPE financing, at $4.69 per share for investors and $5.21 per share for its Chief Executive Officer.

The closing is expected on June 15, 2026, subject to customary conditions. Edesa expects to use the net proceeds to advance its vitiligo program, its drug candidate paridiprubart, and for working capital and general corporate purposes. A Registration Rights Agreement requires Edesa to file one or more resale registration statements with the SEC within 45 days of closing.

Insights

Biopharma capital markets analyst

Edesa arranges a modest PIPE financing led by its CEO.

Edesa Biotech has agreed to raise approximately $3.5 million through a PIPE, issuing 729,241 common shares. The dual pricing structure, with investors paying $4.69 and the CEO paying $5.21 per share, signals insider participation on slightly higher terms.

The cash inflow is earmarked for the vitiligo program, the paridiprubart respiratory candidate, and general corporate uses. A Registration Rights Agreement commits the company to file resale registration with the SEC within 45 days of the expected June 15, 2026 closing, providing future liquidity for purchasers.

While the financing provides incremental capital, its overall scale appears limited relative to typical late-stage clinical development costs. Actual impact on Edesa’s progress will depend on subsequent clinical milestones and any additional funding arrangements disclosed in future filings.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

PIPE gross proceeds: $3.5 million Shares issued: 729,241 shares Investor share price: $4.69 per share +3 more

6 metrics

PIPE gross proceeds $3.5 million Expected gross proceeds from private placement

Shares issued 729,241 shares Common shares sold in PIPE financing

Investor share price $4.69 per share Purchase price for investors other than CEO

CEO share price $5.21 per share Purchase price for company’s Chief Executive Officer

Registration filing deadline 45 days Time after closing to file resale registration statement

Expected closing date June 15, 2026 Anticipated closing of the PIPE financing

Key Terms

Securities Purchase Agreement, Registration Rights Agreement, private investment in public equity, Section 4(a)(2), +2 more

6 terms

Securities Purchase Agreement financial

"Edesa Biotech, Inc. entered into a Securities Purchase Agreement for a private placement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Registration Rights Agreement regulatory

"the Company entered into a Registration Rights Agreement with the Purchasers"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

private investment in public equity financial

"a securities purchase agreement for a private investment in public equity (“PIPE”) financing"

Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.

Section 4(a)(2) regulatory

"the Company relied on the exemption afforded by Section 4(a)(2) under the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506(b) regulatory

"and Rule 506(b) promulgated thereunder"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

accredited investors financial

"The securities described above may be offered to "accredited investors" within the meaning of the Canadian National Instrument 45-106"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false 0001540159 0001540159 2026-06-10 2026-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): June 10, 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)		(Zip Code)

(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		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 1.01. Entry into a Material Definitive Agreement.

On June 10, 2026, Edesa Biotech, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) for a private placement (the “Private Placement”) with certain investors (each, a “Purchaser” and collectively, the “Purchasers”). The closing of the Private Placement (the “Closing”) is expected to occur on June 15, 2026, subject to the satisfaction of customary closing conditions.

Pursuant to the Purchase Agreement, the Purchasers have agreed to purchase, for an aggregate purchase price of approximately $3.5 million, an aggregate of 729,241 common shares (“Shares”), without par value, at a purchase price of $4.69 per Share for Purchasers other than the Company’s Chief Executive Officer, and $5.21 per Share for the Company’s Chief Executive Officer. The Company intends to use the net proceeds from the Private Placement to fund the continued advancement of the Company’s vitiligo program, the Company’s drug candidate, paridiprubart, and for working capital and general corporate purposes.

Also on June 10, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers.  Pursuant to the Registration Rights Agreement, the Company has agreed to prepare and file, as promptly as reasonably practicable and in any event no later than 45 days after the Closing, one or more registration statements with the Securities and Exchange Commission (the “SEC”) to register for resale the Shares, and to cause the applicable registration statements to become effective within the time periods set forth in the Registration Rights Agreement. The Company has granted the Purchasers customary indemnification rights in connection with the Registration Rights Agreement. The Purchasers have also granted the Company customary indemnification rights in connection with the Registration Rights Agreement.

The Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company.

The foregoing is only a summary of the terms of the Purchase Agreement and the Registration Rights Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the form of the Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and (ii) the form of the Registration Rights Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure regarding the securities to be sold and issued under the Purchase Agreement as set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02.

The securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Based in part upon the representations of the Purchasers in the Purchase Agreement, the Company relied on the exemption afforded by Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

Item 7.01. Regulation FD Disclosure.

On June 11, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 attached hereto will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Form of Purchase Agreement, dated June 10, 2026, by and among the Company and the Purchasers.
10.2		Form of Registration Rights Agreement, dated June 10, 2026, by and among the Company and the Purchasers.
99.1		Press Release, dated June 11, 2026, announcing the Private Placement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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.

Dated: June 11, 2026	EDESA BIOTECH, INC.
	By:	/s/ Peter J. Weiler
	Name:	Peter J. Weiler
	Title:	Chief Financial Officer

EXHIBIT 99.1

Edesa Biotech Announces $3.5 Million Private Placement of Common Shares Led by CEO and Healthcare-Focused Investors

TORONTO, June 11, 2026 (GLOBE NEWSWIRE) -- Edesa Biotech, Inc. (Nasdaq: EDSA) (the “Company” or “Edesa”), a clinical-stage biopharmaceutical company focused on developing host-directed therapeutics for immuno-inflammatory diseases, today announced that it has entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceeds of approximately $3.5 million to the Company, before deducting offering expenses payable by Edesa. The common shares were placed without an agent, underwriter, broker or dealer. Investors in the PIPE include Edesa’s Chief Executive Officer and healthcare-focused investors. The PIPE is expected to close on or about June 15, 2026, subject to the satisfaction of customary closing conditions.

In the PIPE, the Company is selling an aggregate of 729,241 common shares, at a purchase price of $4.69 per common share for investors and $5.21 per common share for Edesa’s Chief Executive Officer.

Edesa currently expects to use the net proceeds from the PIPE to fund the continued advancement of the Company’s vitiligo program, the Company’s drug candidate, paridiprubart, and for working capital and general corporate purposes.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been and will not be registered under the Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The securities described above may be offered to "accredited investors" within the meaning of the Canadian National Instrument 45-106 - Prospectus Exemptions. Securities issued in Canada may be subject to applicable Canadian hold periods imposed under applicable securities legislation. Edesa has agreed to file a registration statement with the U.S. Securities and Exchange Commission (“SEC”) registering the resale of the common shares within 45 days of the closing.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The Company plans to file a Current Report on Form 8-K with the SEC with additional details of the PIPE. In addition, in Canada, a material change report with respect to the PIPE is expected to be filed less than 21 days before the expected closing date of the PIPE, which is reasonable and necessary in the circumstances for the Company to take advantage of available financing opportunities.

About Edesa Biotech, Inc.

Edesa Biotech, Inc. (Nasdaq: EDSA) is a clinical-stage biopharmaceutical company developing innovative ways to treat inflammatory and immune-related diseases. Its clinical pipeline is focused on two therapeutic areas: Medical Dermatology and Respiratory. In Medical Dermatology, Edesa is developing EB06, an anti-CXCL10 monoclonal antibody candidate, as a therapy for vitiligo, a common autoimmune disorder that causes skin to lose its color in patches. Its medical dermatology assets also include EB01 (1.0% daniluromer cream), a Phase 3-ready asset developed for use as a potential therapy for moderate-to-severe chronic Allergic Contact Dermatitis (ACD), a common occupational skin condition. The company’s most advanced Respiratory drug candidate is paridiprubart, which is being developed as a potential treatment for Acute Respiratory Distress Syndrome, a life-threatening form of respiratory failure. The paridiprubart program has been the recipient of two funding awards from the Government of Canada to support the further development of this asset, and is currently being evaluated in a U.S. government-funded platform study. Edesa is also pursuing additional uses for paridiprubart.

Edesa Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," "will," "would," "could," "should," "might," "potential," or "continue" and variations or similar expressions, including statements related to Edesa’s ability to complete the PIPE financing, the anticipated proceeds to be received in the PIPE financing, the expected timing of the closing of the PIPE financing and the expected use of the proceeds from the PIPE financing. Readers should not unduly rely on these forward-looking statements, which are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as all such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results or future events to differ materially from the forward-looking statements. Such risks include: market and other conditions, those relating to the anticipated use of proceeds, the ability of Edesa to obtain regulatory approval for or successfully commercialize any of its product candidates, the risk that access to sufficient capital to fund Edesa's operations may not be available or may be available on terms that are not commercially favorable to Edesa, the risk that Edesa's product candidates may not be effective against the diseases tested in its clinical trials, the risk that Edesa fails to comply with the terms of license agreements with third parties and as a result loses the right to use key intellectual property in its business, Edesa's ability to protect its intellectual property, the timing and success of submission, acceptance and approval of regulatory filings, and the impacts of public health crises. Many of these factors that will determine actual results are beyond the Company's ability to control or predict. For a discussion of further risks and uncertainties related to Edesa's business, please refer to Edesa's reports filed with the U.S. Securities and Exchange Commission and the British Columbia Securities Commission. All forward-looking statements are made as of the date hereof and are subject to change. Except as required by law, Edesa assumes no obligation to update such statements.

Contact:

Gary Koppenjan
Edesa Biotech, Inc.
investors@edesabiotech.com

FAQ

What financing did Edesa Biotech (EDSA) announce in this 8-K?

Edesa Biotech announced a PIPE financing expected to raise approximately $3.5 million in gross proceeds. The company is selling 729,241 common shares in a private placement to investors, including its Chief Executive Officer, subject to customary closing conditions around June 15, 2026.

How many shares is Edesa Biotech (EDSA) issuing and at what prices?

Edesa is issuing 729,241 common shares in the PIPE financing. Investors will pay $4.69 per share, while the company’s Chief Executive Officer will pay $5.21 per share, reflecting insider participation at a higher price point than other purchasers.

How will Edesa Biotech (EDSA) use the PIPE financing proceeds?

Edesa plans to use the net proceeds to fund its vitiligo program and its drug candidate paridiprubart, and for working capital and general corporate purposes. These funds support ongoing development in medical dermatology and respiratory indications described in the company’s pipeline overview.

When is the Edesa Biotech (EDSA) PIPE expected to close?

The PIPE financing is expected to close on or about June 15, 2026, subject to satisfaction of customary closing conditions. Until those conditions are met and closing occurs, the company will not receive the anticipated gross proceeds of approximately $3.5 million.

What registration commitments did Edesa Biotech (EDSA) make to PIPE investors?

Edesa entered into a Registration Rights Agreement requiring it to file one or more registration statements with the SEC to register the resale of the PIPE shares. The company must file within 45 days after closing and seek effectiveness within specified timeframes in the agreement.

Under what exemptions was Edesa Biotech’s (EDSA) PIPE structured?

The securities were offered under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. In Canada, they may be offered to “accredited investors” under National Instrument 45-106, with potential Canadian hold periods under applicable securities legislation.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 7.5 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 235.6 KB
• EX-10.2 EXHIBIT 10.2 126.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB