Nijhawan group boosts Edesa Biotech (EDSA) stake to 19.99% in 13D/A
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
Edesa Biotech’s major shareholder group led by Dr. Pardeep Nijhawan filed Amendment No. 9 to update their Schedule 13D. Dr. Nijhawan may be deemed to beneficially own 2,040,785 common shares, representing approximately 19.99% of Edesa’s outstanding common shares on a converted basis.
The filing details multiple restricted stock unit grants to Dr. Nijhawan in 2025 and early 2026, many issued in lieu of partial salary and bonus, as well as a larger 263,200-unit grant vesting over 12 and 36 months. On February 26, 2026, he bought 20,571 common shares at a weighted average price of $1.5789, and his professional corporation acquired 30,000 shares at a weighted average price of $2.2232, both using investment capital. The filing also describes a 19.99% beneficial ownership blocker on Series B-1 Preferred Shares.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
|
EDESA BIOTECH, INC. (Name of Issuer) |
Common Shares, no par value per share (Title of Class of Securities) |
Dr. Pardeep Nijhawan
c/o Edesa Biotech, Inc., 100 Spy Court
Markham, A6, L3R 5H6
(289) 800-9600
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)
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
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Pardeep Nijhawan Medicine Professional Corporation | ||||||||
| 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
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,133,676.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For box 13, based on a total of 8,764,826 Common Shares of the Company outstanding as of March 2, 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
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
The Digestive Health Clinic Inc. | ||||||||
| 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
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,013.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For box 13, based on a total of 8,764,826. Common Shares of the Company outstanding as of March 2, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
1968160 Ontario Inc. | ||||||||
| 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
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
53,104.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For box 13, based on a total of 8,764,826. Common Shares of the Company outstanding as of March 2, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
The New Nijhawan Family Trust 2015 | ||||||||
| 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
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,609.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For box 13, based on a total of 8,764,826. Common Shares of the Company outstanding as of March 2, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Pardeep Nijhawan | ||||||||
| 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, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,040,785.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
boxes 8 and 10, consists of 1,133,676 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 8,764,826 Common Shares of the Company outstanding as of March 2, 2026, an additional 55,916 Common Shares underlying vested share options or underlying share options that will vest within 60 days of March 2, 2026, an additional 439,090 Common Shares underlying vested restricted stock units or restricted stock units that will vest within 60 days of March 2, 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 188,833 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 March 2, 2026 and Common Shares underlying share options held by this Reporting Person that will not vest within 60 days of March 2, 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
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value per share | |
| (b) | Name of Issuer:
EDESA BIOTECH, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
100 Spy Court, Markham,
ONTARIO, CANADA
, L3R 5H6. | |
Item 1 Comment:
This Amendment No. 9 ("Amendment No. 9") amends and supplements the statement on Schedule 13D jointly filed by (i) Pardeep Nijhawan Medicine Professional Corporation, formed in Ontario, Canada, (ii) The Digestive Health Clinic Inc., formed in Ontario, Canada, (iii) 1968160 Ontario Inc., an Ontario, Canada corporation (iv) The New Nijhawan Family Trust 2015, an Ontario, Canada trust and (v) Dr. Pardeep Nijhawan, an individual on June 17, 2019, as amended by Amendment No. 1 filed on August 19, 2019, as further amended by Amendment No. 2 filed on January 16, 2020, as further amended by Amendment No. 3 filed on September 18, 2020, as further amended by Amendment No. 4 filed on November 8, 2022, as further amended by Amendment No. 5 filed on August 21, 2023, as further amended by Amendment No. 6 filed on January 16, 2024, as further amended by Amendment No. 7 filed on November 1, 2024, as further amended by Amendment No. 8 filed on February 14, 2025 (as so amended and supplemented, the "Schedule 13D"), with respect to the common shares, no par value per share (the "Common Shares") of Edesa Biotech, Inc., a British Columbia corporation (the "Company" or the "Issuer"). Except as expressly amended by this Amendment No. 9, the Schedule 13D remains in full force and effect. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby supplemented as follows: Since the filing of the Schedule 13D/A on February 14, 2025, the Issuer has granted Dr. Pardeep Nijhawan the following restricted stock units, which vested in full upon grant: (i) 6,339 restricted stock units on March 3, 2025, (ii) 5,784 restricted stock units on April 1, 2025, (iii) 6,392 restricted stock units on May 2, 2025, (iv) 7,644 restricted stock units on June 2, 2025, (v) 7,186 restricted stock units on July 2, 2025, (vi) 6,802 restricted stock units on August 1, 2025, (vii) 5,981 restricted stock units on September 11, 2025, (viii) 5,908 restricted stock units on October 2, 2025, (ix) 6,968 restricted stock units on November 3, 2025, (x) 8,766 restricted stock units on December 1, 2025, (xi) 10,444 restricted stock units on January 5, 2026, (xii) 11,168 restricted stock units on February 2, 2026, (xiii) 82,236 restricted stock units on February 19, 2026, and (xiv) 10,016 restricted stock units on March 2, 2026. Such restricted stock units were granted in lieu of partial salary and bonus.
On May 29, 2025, granted Dr. Pardeep Nijhawan 263,200 restricted stock units of which (i) 166,287 shares shall vest monthly in equal proportions over twelve (12) months, commencing on the grant date and (ii) 96,913 shares shall vest in equal proportions over thirty-six (36) months, commencing on the grant date.
On February 26, 2026, Dr. Pardeep Nijhawan purchased an aggregate of 20,571 Common Shares at a weighted average price of $1.5789 per share for an aggregate purchase price of $32,479.34. Dr. Pardeep Nijhawan purchased the Common Shares with investment capital.
On February 26, 2026, Pardeep Nijhawan Medicine Professional Corporation purchased an aggregate of 30,000 Common Shares at a weighted average price of $2.2232 per share for an aggregate purchase price of $66,695.00. Pardeep Nijhawan Medicine Professional Corporation purchased the Common Shares with investment capital. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented as follows:
The Reporting Persons acquired the securities reported herein for investment in the ordinary course of business because of their belief that the Issuer represents an attractive investment based on the Issuer's business prospects and strategy. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Pardeep Nijhawan may be deemed to be the beneficial owner of an aggregate of 2,040,785 Common Shares, comprised of: (i) sole voting and dispositive power of 789,383 Common Shares, comprised of: (a) 105,544 Common Shares, (b) 439,090 Common Shares underlying vested restricted stock units or restricted stock units that will vest within 60 days of March 2, 2026, (c) 55,916 Common Shares underlying vested share options or underlying share options that will vest within 60 days of March 2, 2026 and (d) 188,833 Common Shares underlying Series B-1 Preferred Shares that are beneficially owned and deemed outstanding with respect to this Reporting Person; and (ii) shared voting and dispositive power of 1,251,402 Common Shares, comprised of: (a) 371,702 Common Shares, an additional 326,560 Common Shares underlying vested warrants and 435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding held by Pardeep Nijhawan Medicine Professional Corporation, (b) 32,013 Common Shares held by The Digestive Health Clinic Inc., (c) 53,104 Common Shares held by 1968160 Ontario Inc., and (d) 32,609 Common Shares held by The New Nijhawan Family Trust 2015. Pardeep Nijhawan's holdings exclude 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 March 2, 2026 and Common Shares underlying share options held by this Reporting Person that will not vest within 60 days of March 2, 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. Pardeep Nijhawan's holdings represent an aggregate of approximately 19.99% of the Issuer's outstanding Common Shares (based on a total of 8,764,826 Common Shares of the Issuer outstanding as of March 2, 2026, 55,916 Common Shares underlying vested share options or underlying share options that will vest within 60 days of March 2, 2026, 439,090Common Shares underlying vested restricted stock units or restricted stock units that will vest within 60 days of March 2, 2026, 326,560 Common Shares underlying vested warrants, 435,414 Common Shares underlying Series A-1 Preferred Shares and 188,833Common Shares underlying Series B-1 Preferred Shares that are beneficially owned and deemed outstanding with respect to this Reporting Person). As of the date hereof, Pardeep Nijhawan Medicine Professional Corporation may be deemed to be the beneficial owner, with shared voting and dispositive power, of an aggregate of 1,133,676 Common Shares, comprised of: (i) 371,702 Common Shares, (ii) 326,560 Common Shares underlying vested warrants and (iii) 435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding with respect to this Reporting Person. Pardeep Nijhawan Medicine Professional Corporation's holdings represent an aggregate of approximately 11.9% of the Issuer's outstanding Common Shares (based on a total of 8,764,826 Common Shares of the Issuer outstanding as of March 2, 2026, 326,560 Common Shares underlying vested warrants and 435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding with respect to this Reporting Person). As of the date hereof, The Digestive Health Clinic Inc. may be deemed to be the beneficial owner, with shared voting and dispositive power, of 32,013 Common Shares, representing an aggregate of approximately 0.4% of the Issuer's outstanding Common Shares (based on a total of 8,764,826 Common Shares of the Issuer outstanding as of March 2, 2026). As of the date hereof, 1968160 Ontario Inc. may be deemed to be the beneficial owner, with shared voting and dispositive power, of 53,104 Common Shares, representing an aggregate of approximately 0.6% of the Issuer's outstanding Common Shares (based on a total of 8,764,826 Common Shares of the Issuer outstanding as of March 2, 2026). As of the date hereof, The New Nijhawan Family Trust 2015 may be deemed to be the beneficial owner, with shared voting and dispositive power, of 32,609 Common Shares, representing an aggregate of approximately 0.4% of the Issuer's outstanding Common Shares (based on a total of 8,764,826 Common Shares of the Issuer outstanding as of March 2, 2026). | |
| (b) | The information contained in Item 5(a) of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5(b). | |
| (c) | Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions with respect to the Common Shares of the Issuer during the past 60 days. | |
| 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.
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FAQ
How many Edesa Biotech (EDSA) shares does Dr. Pardeep Nijhawan beneficially own?
Dr. Pardeep Nijhawan may be deemed to beneficially own 2,040,785 common shares of Edesa Biotech, representing about 19.99% of the company’s outstanding common shares on a converted basis, including shares, restricted stock units, options, warrants and preferred shares deemed outstanding for him.
What recent Edesa Biotech (EDSA) share purchases did Dr. Nijhawan report?
On February 26, 2026, Dr. Nijhawan purchased 20,571 Edesa Biotech common shares at a weighted average price of $1.5789 per share, and his professional corporation bought 30,000 shares at a weighted average price of $2.2232, all using investment capital according to the Schedule 13D amendment.
What restricted stock units has Edesa Biotech (EDSA) granted to Dr. Nijhawan?
Since February 2025, Edesa granted Dr. Nijhawan multiple fully vested restricted stock unit awards, plus 263,200 additional units on May 29, 2025. Of that grant, 166,287 units vest monthly over 12 months and 96,913 units vest monthly over 36 months from the grant date, partly in lieu of salary and bonus.
What is the 19.99% ownership blocker mentioned for Edesa Biotech (EDSA)?
The filing states Dr. Nijhawan cannot convert any portion of his Series B-1 Preferred Shares if, together with affiliates, he would beneficially own over 19.99% of Edesa’s outstanding common shares immediately after conversion, effectively capping his reportable beneficial ownership at that level.
How much of Edesa Biotech (EDSA) does Pardeep Nijhawan Medicine Professional Corporation hold?
Pardeep Nijhawan Medicine Professional Corporation may be deemed to beneficially own 1,133,676 common shares of Edesa Biotech, including common shares, vested warrants and Series A-1 Preferred Shares deemed outstanding, representing approximately 11.9% of the issuer’s outstanding common shares based on the share figures in the filing.
Which other entities related to Dr. Nijhawan hold Edesa Biotech (EDSA) shares?
The Digestive Health Clinic Inc. beneficially owns 32,013 common shares, 1968160 Ontario Inc. owns 53,104 shares, and The New Nijhawan Family Trust 2015 owns 32,609 shares of Edesa Biotech, representing about 0.4%, 0.6% and 0.4% of outstanding common shares, respectively.