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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): August 19, 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(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 1.01 Entry into a Material Definitive Agreement.
On August 19, 2026, Edesa Biotech, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Guggenheim Securities, LLC (“Guggenheim Securities”), as representative
of the several underwriters listed in Schedule 1 thereto (the “Underwriters”), in connection with the issuance and sale, in
an underwritten, registered offering (the “Offering”), of: (i) 3,870,500 shares (the “Offering Shares”) of the
Company’s common shares, without par value (the “Common Shares”) with accompanying common share warrants (the “Common
Share Warrants”) to purchase up to 3,870,500 Common Shares, at a combined offering price of $5.50 per share and accompanying Common
Share Warrant; and (ii) pre-funded warrants (the “Pre-Funded Warrants” and together with the Common Share Warrants, the “Warrants”)
to purchase up to an aggregate of 675,000 Common Shares with accompanying Common Share Warrants to purchase up to 675,000 Common Shares,
at a combined offering price of $5.4999 per Pre-Funded Warrant and accompanying Common Share Warrant, which represents the combined offering
price per Share (as defined below) and accompanying Common Share Warrant less the $0.0001 per share exercise price for each such Pre-Funded
Warrant. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 681,825
additional Common Shares (the “Option Shares” and together with the Offering Shares, the “Shares”) and accompanying
Common Share Warrants to purchase up to 681,825 Common Shares on the same terms as the Offering Shares and accompanying Common Share Warrants.
The Company expects to receive net proceeds of approximately $23.1 million from the
Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The
Offering is expected to close on or about August 21, 2026, subject to customary closing conditions. The Company intends to use the
net proceeds from the Offering for general corporate purposes, which may include working capital, capital expenditures and research
and development and manufacturing expenses. The Underwriting Agreement contains customary representations, warranties and covenants
of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities
under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and
termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for
purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be
subject to limitations agreed upon by the contracting parties. Pursuant to the terms of the Underwriting Agreement, the Company has
agreed to certain restrictions on the issuance and sale of its Common Shares and securities convertible into Common Shares during
the 90-day period following the date of the Prospectus Supplement.
Subject to certain exceptions, the Company’s executive officers and directors agreed not
to sell or otherwise dispose of any Common Shares held by them for a period beginning on the date of execution of the applicable lock-up
agreements by each such executive officer and director and ending 90 days after the date of the Prospectus Supplement (as defined herein)
filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Offering pursuant to Rule 424(b)
of the Securities Act, without first obtaining the written consent of Guggenheim Securities.
The Common Share Warrants will each be exercisable for one Common Share at an exercise price
of $7.50 per share. The Common Share Warrants will be exercisable at any time after their original issuance and may be exercised until
the date that is the earlier of (i) the 18-month anniversary of the original issuance date and (ii) the 30th day following
the date of the Company’s public announcement of Phase 2 vitiligo topline data for EB06. A holder of the Common Share Warrants may
not exercise any portion of the Common Share Warrants to the extent that such holder would beneficially own more than 4.99% (or 9.99%,
at the election of each holder prior to issuance) of the number of Common Shares outstanding immediately after giving effect to such exercise,
as such percentage ownership is determined in accordance with the terms of the Common Share Warrants. However, upon at least 61 days’
prior notice from a holder to the Company, such holder may increase or decrease such beneficial ownership limitation, as applicable, up
to 9.99% of the Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined
in accordance with the terms of the Common Share Warrants. The exercise price and the number of Common Shares issuable upon exercise of
the Common Share Warrants are subject to appropriate adjustment in the event of certain share dividends, share splits, share combinations
or other similar reclassifications affecting the Common Shares.
The Pre-Funded Warrants will have an initial exercise price of $0.0001 per share and will be
immediately exercisable upon issuance. The Pre-Funded Warrants do not have a termination date. A holder of the Pre-Funded Warrants may
not exercise any portion of the Pre-Funded Warrants to the extent that such holder would beneficially own more than 4.99% (or 9.99%, at
the election of each holder prior to issuance) of the number of Common Shares outstanding immediately after giving effect to such exercise,
as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. However, upon at least 61 days’
prior notice from a holder to the Company, such holder may increase or decrease such beneficial ownership limitation, as applicable, up
to 9.99% of the Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined
in accordance with the terms of the Pre-Funded Warrants. The exercise price and the number of Common Shares issuable upon exercise of
the Pre-Funded Warrants are subject to appropriate adjustment in the event of certain share dividends, share splits, share combinations
or other similar reclassifications affecting the Common Shares.
The Offering is being made pursuant to (1) an effective Registration Statement on Form S-3 (File
No. 333-288966), declared effective by the SEC on September 9, 2025, and (2) a related prospectus supplement dated August 19, 2026 (the
“Prospectus Supplement”).
The foregoing summaries of the Offering, the Underwriting Agreement, the Common Share Warrants,
the Pre-Funded Warrants and the Shares do not purport to be complete and are qualified in their entirety by reference to the definitive
transaction documents. Copies of the Underwriting Agreement, the form of Common Share Warrant and the form of Pre-Funded Warrant are attached
hereto as Exhibits 1.1, 4.1 and 4.2, respectively, and are incorporated herein by reference.
A copy of the Fasken Martineau DuMoulin LLP opinion relating to the legality of the issuance
and sale of the Shares offered in the Offering and the Common Shares issuable upon exercise of the Warrants in the Offering is attached
as Exhibit 5.1. A copy of the Lowenstein Sandler LLP opinion relating to the legality of the issuance and sale of the Warrants in the
Offering is attached as Exhibit 5.2.
Item 8.01 Other Events.
On August 19, 2026, the Company issued a press release announcing the launch of the Offering.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On August 19, 2026, the Company issued a press release announcing the pricing of the Offering.
A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve estimates,
assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the amount of
proceeds expected from the Offering, the intended use of proceeds from the Offering and the timing and certainty of completion of the
Offering. The risks and uncertainties relating to the Company and the Offering include general market conditions, the proposed restructuring
of the Company’s outstanding indebtedness, the Company’s ability to complete the Offering on favorable terms, or at all, as
well as other risks detailed from time to time in the Company’s filings with the SEC, including in its Annual Report on Form 10-K
for the year ended September 30, 2025 and the Prospectus Supplement. These documents contain important factors that could cause actual
results to differ from current expectations and from the forward-looking statements contained in this Current Report on Form 8-K. These
forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to publicly
update any forward-looking statements to reflect new information, events or circumstances after the date of this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated August 19, 2026, by and between the Company
and Guggenheim Securities, LLC. |
| 4.1 |
|
Form of Common Share Warrant. |
| 4.2 |
|
Form of Pre-Funded Warrant. |
| 5.1 |
|
Opinion of Fasken Martineau DuMoulin LLP. |
| 5.2 |
|
Opinion of Lowenstein Sandler LLP. |
| 23.1 |
|
Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1). |
| 23.2 |
|
Consent of Lowenstein Sandler LLP (included in Exhibit 5.2). |
| 99.1 |
|
Press release dated August 19, 2026. |
| 99.2 |
|
Press release dated August 19, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: August 20, 2026 |
By: |
/s/ Peter J. Weiler |
| |
Name: |
Peter J. Weiler |
| |
Title: |
Chief Financial Officer |
EXHIBIT 99.1
Edesa Biotech Announces Proposed Public Offering
TORONTO, Aug. 19, 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 commenced an underwritten public offering of its common shares (or pre-funded warrants to purchase common shares in lieu thereof) and accompanying common share warrants to purchase common shares. In addition, Edesa expects to grant the underwriters a 30-day option to purchase additional common shares and accompanying common share warrants in an amount up to 15% of the total number of common shares (or pre-funded warrants in lieu thereof) and accompanying common share warrants to be offered in the public offering under the same terms and conditions. All common shares, pre-funded warrants and accompanying common share warrants are being offered by Edesa. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the proposed offering.
Guggenheim Securities is acting as the sole book-running manager for the proposed offering.
Edesa intends to use the net proceeds from the proposed offering for general corporate purposes, which may include working capital, capital expenditures and research and development and manufacturing expenses.
The proposed offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-288966), including a base prospectus, that was declared effective by the Securities and Exchange Commission (“SEC”) on September 9, 2025. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed offering will be filed with the SEC and will be available for free on the SEC’s website, located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering may be obtained, when available, from Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com. The final terms of the public offering will be disclosed in a final prospectus supplement filed with the SEC.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 registration or qualification under the securities laws of that state or jurisdiction.
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.
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 regarding the completion, timing and size of the proposed offering, Edesa’s intent to grant the underwriters a 30-day option to purchase additional shares and common share warrants and the anticipated use of proceeds from the proposed offering. 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
EXHIBIT 99.2
Edesa Biotech Announces Pricing of $25.0 Million Public Offering
TORONTO, Aug. 19, 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 the pricing of an underwritten public offering consisting of (i) 3,870,500 common shares and accompanying common share warrants to purchase an aggregate of 3,870,500 common shares and (ii) in lieu of common shares to investors who so choose, pre-funded warrants to purchase up to 675,000 common shares and accompanying common share warrants to purchase an aggregate of 675,000 common shares, at an exercise price of $0.0001 per pre-funded warrant. Each common share and pre-funded warrant is being sold in combination with an accompanying common share warrant to purchase one common share. The common share warrants will have an exercise price of $7.50 per share, will be immediately exercisable from the date of issuance and will expire on the earlier of (x) the 18-month anniversary of the original issuance date and (y) 30 days following the Company’s public announcement of Phase 2 vitiligo topline data for EB06. The combined public offering price of each common share and accompanying common share warrant is $5.50. The combined public offering price of each pre-funded warrant and accompanying common share warrant is $5.4999, which represents the combined public offering price for the common shares and accompanying common share warrants less the $0.0001 per share exercise price for each pre-funded warrant. The gross proceeds are expected to be approximately $25.0 million, before deducting underwriting discounts and commissions and other estimated offering expenses. In addition, Edesa has granted the underwriters a 30-day option to purchase up to an additional 681,825 common shares and accompanying common share warrants to purchase up to 681,825 common shares at the public offering price, less underwriting discounts and commissions.
All common shares, pre-funded warrants and accompanying common share warrants are being offered by Edesa. The offering is expected to close on or about August 21, 2026, subject to the satisfaction of customary closing conditions.
Guggenheim Securities is acting as the sole book-running manager for the offering.
Edesa intends to use the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures and research and development and manufacturing expenses.
The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-288966), including a base prospectus, that was declared effective by the Securities and Exchange Commission (“SEC”) on September 9, 2025. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and a final prospectus supplement with the final terms of the offering will be filed with the SEC and will be available for free on the SEC’s website, located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 registration or qualification under the securities laws of that state or jurisdiction.
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.
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 regarding the Company’s expectations regarding the satisfaction of customary closing conditions related to the offering, the expected closing of the offering and the anticipated use of proceeds therefrom. 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
