Velan Capital details Edesa Biotech (NASDAQ: EDSA) 9.99% stake

Rhea-AI Filing Summary

Velan Capital and affiliated entities have amended their Schedule 13D for Edesa Biotech, Inc., updating their reported ownership and capital structure details. The group now reports beneficial ownership of 834,700 common shares, or approximately 9.99% of Edesa’s outstanding shares, through various Velan funds and management entities. This includes 569,075 shares held by Velan Master, 250,000 shares held by Velan Opportunity II, and 15,625 shares held by Velan Horizon, some of which are issuable upon conversion of Preferred Shares subject to an ownership cap. Without this ownership limitation on the Preferred Shares, the reporting persons state they would collectively beneficially own 3,785,833 shares, or about 33.5% of the company’s common stock. The amendment also notes that previously issued warrants have expired worthless as of December 23, 2025.

Insights

Governance and ownership analyst

Velan Capital discloses a capped 9.99% Edesa Biotech stake, with larger potential ownership via convertibles.

Velan Capital and related entities report beneficial ownership of 834,700 Edesa Biotech shares, equal to about 9.99% of outstanding common shares, held through several Velan funds and management vehicles. Some of these shares are tied to Preferred Shares that can convert into common stock.

The disclosure highlights an ownership limitation that restricts conversion of Preferred Shares above a threshold. The filing states that, absent this cap, the reporting persons would collectively beneficially own 3,785,833 shares, including 2,958,333 issuable upon conversion, representing about 33.5% of the company’s common shares.

The amendment also records that certain Warrants expired worthless on December 23, 2025, removing that derivative exposure. Future company filings would be the place to look for any changes in the reported ownership percentages or the status of the remaining Preferred Shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Edesa Biotech, Inc.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

Adam Morgan
Velan Capital Investment Management LP, 100 North Main Street, Suite 301
Alpharetta, GA, 30009
646-844-0030

Ryan Nebel
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/26/2026

(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).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Velan Capital Master Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 569,075.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 569,075.00

11

Aggregate amount beneficially owned by each reporting person

569,075.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Velan Horizon Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,625.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,625.00

11

Aggregate amount beneficially owned by each reporting person

15,625.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Velan Capital Opportunity Fund II LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 250,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 250,000.00

11

Aggregate amount beneficially owned by each reporting person

250,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Velan Horizon GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,625.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,625.00

11

Aggregate amount beneficially owned by each reporting person

15,625.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Velan Capital Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 819,075.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 819,075.00

11

Aggregate amount beneficially owned by each reporting person

819,075.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Velan Capital Investment Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 834,700.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 834,700.00

11

Aggregate amount beneficially owned by each reporting person

834,700.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Velan Capital Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 834,700.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 834,700.00

11

Aggregate amount beneficially owned by each reporting person

834,700.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Morgan Adam

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 834,700.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 834,700.00

11

Aggregate amount beneficially owned by each reporting person

834,700.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

VENKATARAMAN BALAJI

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 834,700.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 834,700.00

11

Aggregate amount beneficially owned by each reporting person

834,700.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, without par value
(b)	Name of Issuer: Edesa Biotech, Inc.
(c)	Address of Issuer's Principal Executive Offices: 100 SPY COURT, MARKHAM, ONTARIO, CANADA , L3R 5H6.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by Velan Master, Velan Horizon and Velan Opportunity II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). Pursuant to the Purchase Agreement (as defined in the initial Schedule 13D), Velan Master purchased 421,875 Shares and 366 Preferred Shares (as defined in the initial Schedule 13D) for $4,470,000. The aggregate purchase price of the 140,000 Shares Velan Master purchased in the open market is approximately $238,294, excluding brokerage commissions. Pursuant to the Purchase Agreement, Velan Horizon purchased 15,625 Shares and 7 Preferred Shares for $100,000. Pursuant to the Purchase Agreement, Velan Opportunity II purchased 250,000 Shares and 195 Preferred Shares for $2,430,000.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 8,348,161 Shares outstanding as of February 12, 2026, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on February 13, 2026, plus the Shares underlying the Preferred Shares that may be converted by the Reporting Persons, as applicable and subject to the Ownership Limitation (as defined in the initial Schedule 13D). As of the date hereof, Velan Master directly beneficially owns 569,075 Shares (including 7,200 Shares underlying certain Preferred Shares), constituting approximately 6.8% of the Shares outstanding. As of the date hereof, Velan Horizon directly beneficially owns 15,625 Shares, constituting approximately 0.2% of the Shares outstanding. Velan Horizon GP, as the general partner of Velan Horizon, may be deemed to beneficially own the 15,625 Shares beneficially owned by Velan Horizon, constituting approximately 0.2% of the Shares outstanding. As of the date hereof, Velan Opportunity II directly beneficially owns 250,000 Shares, constituting approximately 3.0% of the Shares outstanding. Velan GP, as the general partner of Velan Master and managing member of Velan Opportunity II, may be deemed to beneficially own the 819,075 Shares beneficially owned in the aggregate by Velan Master and Velan Opportunity II, constituting approximately 9.8% of the Shares outstanding. Velan Capital, as the investment manager of each of Velan Master, Velan Horizon and Velan Opportunity II, may be deemed to beneficially own the 834,700 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II, constituting approximately 9.99% of the Shares outstanding. Velan IM GP, as the general partner of Velan Capital, may be deemed to beneficially own the 834,700 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II, constituting approximately 9.99% of the Shares outstanding. Mr. Venkataraman, as a Managing Member of each of Velan Horizon GP, Velan GP and Velan IM GP, may be deemed to beneficially own the 834,700 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II, constituting approximately 9.99% of the Shares outstanding. Mr. Morgan, as the Chief Investment Officer of Velan Capital and a Managing Member of each of Velan Horizon GP, Velan GP and Velan IM GP, may be deemed to beneficially own the 834,700 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II, constituting approximately 9.99% of the Shares outstanding. If the Preferred Shares were not subject to the Ownership Limitation, the Reporting Persons would collectively beneficially own an aggregate of 3,785,833 Shares (including 2,958,333 Shares underlying the Preferred Shares), constituting approximately 33.5% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(c)	Item 5(c) is amended and restated to read as follows: The transactions in securities of the Issuer by the Reporting Persons during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: The Warrants (as defined and described in the initial Schedule 13D) expired worthless pursuant to their terms on December 23, 2025.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Velan Capital Master Fund LP

Signature:	/s/ Adam Morgan
Name/Title:	Adam Morgan, Managing Member of Velan Capital Holdings LLC, its General Partner
Date:	03/02/2026

Velan Horizon Fund LP

Signature:	/s/ Adam Morgan
Name/Title:	Adam Morgan, Managing Member of Velan Horizon GP LLC, its General Partner
Date:	03/02/2026

Velan Capital Opportunity Fund II LLC

Signature:	/s/ Adam Morgan
Name/Title:	Adam Morgan, Managing Member of Velan Capital Holdings LLC, its Managing Member
Date:	03/02/2026

Velan Horizon GP LLC

Signature:	/s/ Adam Morgan
Name/Title:	Adam Morgan, Managing Member
Date:	03/02/2026

Velan Capital Holdings LLC

Signature:	/s/ Adam Morgan
Name/Title:	Adam Morgan, Managing Member
Date:	03/02/2026

Velan Capital Investment Management LP

Signature:	/s/ Adam Morgan
Name/Title:	Adam Morgan, Managing Member of Velan Capital Management LLC, its General Partner
Date:	03/02/2026

Velan Capital Management LLC

Signature:	/s/ Adam Morgan
Name/Title:	Adam Morgan, Managing Member
Date:	03/02/2026

Morgan Adam

Signature:	/s/ Adam Morgan
Name/Title:	Adam Morgan
Date:	03/02/2026

VENKATARAMAN BALAJI

Signature:	/s/ Balaji Venkataraman
Name/Title:	Balaji Venkataraman
Date:	03/02/2026

FAQ

What ownership stake do Velan Capital entities report in Edesa Biotech (EDSA)?

Velan Capital and its affiliated entities report beneficial ownership of 834,700 Edesa Biotech common shares, representing about 9.99% of the outstanding shares. This stake is held through Velan Master, Velan Horizon, Velan Opportunity II, and related management entities acting together.

How many Edesa Biotech (EDSA) shares do Velan Capital funds directly hold?

Velan Master directly beneficially owns 569,075 shares, Velan Opportunity II owns 250,000 shares, and Velan Horizon owns 15,625 shares of Edesa Biotech. These amounts together total 834,700 shares, forming the basis of the reported 9.99% beneficial ownership position.

What is the potential maximum Edesa Biotech (EDSA) ownership reported if the Preferred Share cap is removed?

The reporting persons state that without the Ownership Limitation on Preferred Shares, they would collectively beneficially own 3,785,833 Edesa Biotech shares. This includes 2,958,333 shares underlying Preferred Shares and would represent approximately 33.5% of the company’s outstanding common shares.

How many Edesa Biotech (EDSA) shares are used as the outstanding base in this Schedule 13D/A?

The aggregate ownership percentages are calculated using 8,348,161 Edesa Biotech common shares outstanding as of February 12, 2026. That figure comes from the company’s Form 10-Q filed February 13, 2026, plus shares underlying Preferred Shares that may be converted subject to an ownership cap.

What changes regarding Edesa Biotech (EDSA) warrants are disclosed in this Schedule 13D/A amendment?

The amendment states that certain Warrants previously described in the initial filing expired worthless on December 23, 2025. This means those Warrants no longer provide any right to acquire additional Edesa Biotech shares and no longer factor into Velan Capital’s reported economic exposure.

How is beneficial ownership of Edesa Biotech (EDSA) attributed among Velan Capital management entities?

Velan Capital, as investment manager of the Velan funds, may be deemed to beneficially own 834,700 shares, or 9.99%. Velan IM GP, Velan GP, Velan Horizon GP, and individuals Adam Morgan and Balaji Venkataraman may each be deemed to share beneficial ownership, as described in the filing.