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Nijhawan lifts Edesa Biotech (EDSA) beneficial ownership stake to 19.99%

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Dr. Pardeep Nijhawan has filed Amendment No. 10 to his Schedule 13D for Edesa Biotech, Inc., updating his ownership in the company’s common shares. As of June 16, 2026, he may be deemed the beneficial owner of 2,210,022 common shares, representing approximately 19.99% of Edesa’s outstanding common shares on an as‑converted, as‑exercised basis.

His position includes 927,620 shares over which he has sole voting and dispositive power, and 1,282,402 shares over which he has shared power through several affiliated entities. The amendment reflects multiple restricted stock unit grants in 2025–2026, open‑market purchases in March 2026, and a June 16, 2026 private placement purchase of 153,550 shares at $5.21 per share for a total of $799,995.50.

The filing notes a 19.99% beneficial ownership blocker on certain Series B‑1 preferred shares, which limits further conversions that would push his ownership above that threshold.

Positive

  • None.

Negative

  • None.
Beneficial ownership 2,210,022 shares Aggregate common shares beneficially owned by Pardeep Nijhawan as of June 16, 2026
Ownership percentage 19.99% Approximate share of Edesa Biotech common shares beneficially owned by Nijhawan
Shares outstanding 9,626,964 shares Edesa Biotech common shares outstanding as of June 16, 2026
Private placement shares 153,550 shares Common shares bought by Nijhawan on June 16, 2026 in private placement
Private placement price $5.2100 per share Purchase price paid by Nijhawan for June 16, 2026 private placement shares
Private placement total $799,995.50 Aggregate purchase price for 153,550 private placement shares
RSUs counted 471,818 shares Vested or near-term vesting restricted stock units included in Nijhawan ownership
Warrants via corporation 326,560 shares Shares underlying vested warrants held by Pardeep Nijhawan Medicine Professional Corporation
beneficial owner financial
"As of the date hereof, Pardeep Nijhawan may be deemed to be the beneficial owner of an aggregate of 2,210,022 Common Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
restricted stock units financial
"the Issuer has granted Dr. Pardeep Nijhawan the following restricted stock units, which vested in full upon grant"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Securities Purchase Agreement financial
"the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain purchasers"
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.
Series A-1 Preferred Shares financial
"435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding with respect to this Reporting Person"
Series B-1 Preferred Shares financial
"136,833 Common Shares underlying Series B-1 Preferred Shares that are beneficially owned and deemed outstanding"
A Series B‑1 preferred share is a specific subclass of preferred stock created during a financing round that gives its holders rights ahead of ordinary shareholders, such as priority on dividends and first claim on proceeds if the company is sold or shuts down. For investors it matters because these shares change how returns and control are allocated—think of them as a reserved, front‑of‑the‑line ticket that reduces downside risk and can include options to convert into common stock or extra voting power.
beneficial ownership blocker financial
"Series B-1 Preferred Shares held by Pardeep Nijhawan which are subject to a 19.99% beneficial ownership blocker"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
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27966L306

(CUSIP Number)
Dr. Pardeep Nijhawan
c/o Edesa Biotech, Inc., 100 Spy Court
Markham, A6, L3R 5H6
(289) 800-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/16/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
For box 13, based on a total of 9,626,964 Common Shares of the Company outstanding as of June 16, 2026, and an additional 326,560 Common Shares underlying vested warrants and an additional 435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding with respect to this Reporting Person.


SCHEDULE 13D




Comment for Type of Reporting Person:
For box 13, based on a total of 9,626,964 Common Shares of the Company outstanding as of June 16, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
For box 13, based on a total of 9,626,964 Common Shares of the Company outstanding as of June 16, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
For box 13, based on a total of 9,626,964 Common Shares of the Company outstanding as of June 16, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Boxes 8 and 10, consists of 1,164,676 Common Shares beneficially owned by Pardeep Nijhawan Medicine Professional Corporation, 32,013 Common Shares beneficially owned by The Digestive Health Clinic Inc., 53,104 Common Shares beneficially owned by 1968160 Ontario Inc. and 32,609 Common Shares beneficially owned by The New Nijhawan Family Trust 2015. For box 13, based on a total of 9,626,964 Common Shares of the Company outstanding as of June 16, 2026, an additional 56,875 Common Shares underlying vested share options or underlying share options that will vest within 60 days of June 16, 2026, an additional 471,818 Common Shares underlying vested restricted stock units or restricted stock units that will vest within 60 days of June 16, 2026, an additional 326,560 Common Shares underlying vested warrants, an additional 435,414 Common Shares underlying Series A-1 Preferred Shares and an additional 136,833 Common Shares underlying Series B-1 Preferred Shares that are beneficially owned and deemed outstanding with respect to this Reporting Person. Excludes Common Shares underlying Series B-1 Preferred Shares held by Pardeep Nijhawan which are subject to a 19.99% beneficial ownership blocker, Common Shares underlying restricted stock units held by this Reporting Person that will not vest within 60 days of June 16, 2026 and Common Shares underlying share options held by this Reporting Person that will not vest within 60 days of June 16, 2026. The Reporting Person will not have the right to convert any portion of its Series B-1 Preferred Shares if, together with its affiliates, it would beneficially own in excess of 19.99% of the number of Common Shares outstanding immediately after giving effect to such conversion.


SCHEDULE 13D


Pardeep Nijhawan Medicine Professional Corporation
Signature:/s/ Pardeep Nijhawan
Name/Title:Pardeep Nijhawan, Chief Executive Officer
Date:06/16/2026
The Digestive Health Clinic Inc.
Signature:/s/ Pardeep Nijhawan
Name/Title:Pardeep Nijhawan, Chief Executive Officer
Date:06/16/2026
1968160 Ontario Inc.
Signature:/s/ Pardeep Nijhawan
Name/Title:Pardeep Nijhawan, Chief Executive Officer
Date:06/16/2026
The New Nijhawan Family Trust 2015
Signature:/s/ Pardeep Nijhawan
Name/Title:Pardeep Nijhawan, Trustee
Date:06/16/2026
Pardeep Nijhawan
Signature:/s/ Pardeep Nijhawan
Name/Title:Pardeep Nijhawan
Date:06/16/2026

FAQ

How many Edesa Biotech (EDSA) shares does Pardeep Nijhawan beneficially own?

Dr. Pardeep Nijhawan may be deemed to beneficially own 2,210,022 Edesa Biotech common shares, or about 19.99% on an as-converted basis. This total includes direct holdings, equity awards, warrants, and preferred shares deemed outstanding for him.

What percentage of Edesa Biotech (EDSA) does Pardeep Nijhawan control?

The filing states that Dr. Pardeep Nijhawan’s holdings represent approximately 19.99% of Edesa Biotech’s outstanding common shares. This percentage is calculated using 9,626,964 common shares outstanding plus various equity instruments deemed outstanding for him.

What recent share purchases did Pardeep Nijhawan make in Edesa Biotech (EDSA)?

In March 2026, Dr. Nijhawan bought several Edesa Biotech common share blocks, including 10,000 shares at $3.63 and 10,000 shares at $4.2560. He also joined a June 16, 2026 private placement, acquiring 153,550 shares at $5.21 per share.

What are the terms of Pardeep Nijhawan’s June 2026 private placement in Edesa Biotech (EDSA)?

On June 16, 2026, Edesa Biotech sold Dr. Nijhawan 153,550 common shares in a private placement at $5.2100 per share. His aggregate purchase price was $799,995.50, funded with investment capital, under a Securities Purchase Agreement.

How do equity awards affect Pardeep Nijhawan’s Edesa Biotech (EDSA) ownership?

His beneficial ownership includes 471,818 shares from vested or near-term vesting restricted stock units and 56,875 shares from vested or near-term vesting options. These instruments, plus preferred shares and warrants, are treated as outstanding when calculating his 19.99% stake.

What is the 19.99% beneficial ownership blocker mentioned for Edesa Biotech (EDSA)?

The filing notes that Dr. Nijhawan cannot convert Series B-1 preferred shares if, with affiliates, this would push beneficial ownership above 19.99% of outstanding common shares. This blocker limits further conversion-driven increases in his ownership percentage.