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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): September 9, 2025
| 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 8.01. Other Events.
On September 9, 2025,
Edesa Biotech, Inc. (the “Company”), filed a prospectus supplement (the “Prospectus Supplement”) with the
U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s “at the market
offering” program for the offer and sale of up to $4,006,544 of the Company’s common shares, without par value (the
“Common Shares”), from time to time through H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent,
pursuant to the Company’s existing At the Market Offering Agreement (the “ATM Agreement”), dated October 4, 2024.
As of the date hereof, the Company has sold an aggregate of $837,134 of Common Shares pursuant to the ATM Agreement and the related
prospectus supplement, dated October 4, 2024 to the Company’s Registration Statement on Form S-3 (333-266604).
The offer and sale of additional
Common Shares by the Company under the ATM Agreement will be made pursuant to the Prospectus Supplement, dated September 9, 2025, and
the accompanying base prospectus, dated September 9, 2025, contained therein, which together form a part of the Company’s shelf
registration statement on Form S-3 (File No. 333-288966), initially filed with the SEC on July 25, 2025 and declared effective by the
SEC on September 9, 2025 (the “Registration Statement”).
Fasken Martineau DuMoulin
LLP, counsel to the Company, has issued a legal opinion relating to the validity of the $4,006,544 Common Shares that may be offered and
sold pursuant to the ATM Agreement and related Prospectus Supplement. A copy of such legal opinion, including the consent included therein,
is attached as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Shares discussed herein, nor shall there be
any sale of such 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 any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished
with this Current Report on Form 8-K:
Exhibit
Number |
|
Exhibit Description |
| 5.1 |
|
Opinion of Fasken Martineau DuMoulin LLP |
| 23.1 |
|
Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document) |
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: September 9, 2025 |
By: |
/s/ Peter Weiler |
| |
Name: |
Peter Weiler |
| |
Title: |
Chief Financial Officer |
