Attached files
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EX-5.1 - OPINION OF FASKEN MARTINEAU DUMOULIN LLP REGARDING LEGALITY OF THE SHARES - Edesa Biotech, Inc. | edsa_ex51.htm |
EX-1.1 - EQUITY DISTRIBUTION AGREEMENT - Edesa Biotech, Inc. | edsa_ex11.htm |
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 28,
2020
Edesa Biotech, Inc.
(Exact Name of Registrant as Specified in its Charter)
British Columbia, Canada
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001-37619
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N/A
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100 Spy Court
Markham, Ontario, Canada L3R 5H6
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(Address
of Principal Executive Offices)
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(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
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Trading Symbol(s)
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Name of exchange on which registered
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Common
Shares
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EDSA
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The
Nasdaq Stock Market LLC
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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.
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Entry into a Material Definitive Agreement.
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On September 28, 2020, Edesa Biotech, Inc. (the
“Company”)
entered into an Equity Distribution Agreement (the
“Distribution
Agreement”) with RBC
Capital Markets, LLC (“RBCCM”),
pursuant to which the Company may offer and sell from time to time,
through RBCCM as sales agent and/or principal, common shares of the
Company, no par value per share (the “Common
Shares”), having an
aggregate offering price of up to $9,200,000.
The Common Shares will be offered and sold
pursuant to an existing shelf registration statement on Form
S-3 (File No.
333-233567) filed by the
Company with the Securities and Exchange Commission
(“SEC”),
which was
declared effective on September 12, 2019 by the SEC.
A prospectus supplement relating to
the offer and sale of the Common Shares pursuant to the
Distribution Agreement also has been filed with the
SEC.
Subject to the terms
and conditions of the Distribution Agreement, RBCCM may sell the
Common Shares by any method permitted by law deemed to be an
“at-the-market offering” as defined in Rule 415(a)(4)
of the Securities Act of 1933, as amended. RBCCM will use
commercially reasonable efforts to sell the Common Shares from time
to time, based upon instructions from the Company (including any
price, time or size limits or other customary parameters or
conditions the Company may impose). The Company will pay RBCCM a
commission equal to 3.5% of the gross sales price of the Common
Shares sold through RBCCM under the Distribution Agreement, and has also agreed
to reimburse RBCCM for certain expenses. The Company may also
sell Common Shares to RBCCM as principal for RBCCM’s own
account at a price agreed upon at the time of sale. Any sale of
Common Shares to RBCCM as principal would be pursuant to the terms
of a separate agreement between the Company and
RBCCM.
The Distribution
Agreement contains customary representations and warranties of the
parties and indemnification and contribution provisions under which
the Company and RBCCM have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities
Act. The Company expects to use the net proceeds from any sale
under the Distribution Agreement of Common Shares for
general corporate purposes, which may include working capital,
capital expenditures and research and development
expenses.
The foregoing
description of the Distribution
Agreement is not complete and is
qualified in its entirety by reference to the full text of
the Distribution
Agreement, a copy of which is
filed herewith as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
A copy of the legal opinion and
consent of Fasken Martineau
DuMoulin LLP relating to the
legality of the Common Shares that may be issued pursuant to the
Distribution Agreement 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 securities discussed
herein, nor shall there be any offer, solicitation, or sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
Item 9.01.
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Financial Statements and Exhibits. |
(d)
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Exhibits
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Equity
Distribution Agreement, dated as of September 28, 2020, by and
between Edesa Biotech, Inc. and RBC Capital Markets,
LLC.
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Opinion of Fasken Martineau DuMoulin LLP regarding legality
of the shares.
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Consent
of Fasken Martineau DuMoulin LLP (included in Exhibit
5.1).
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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.
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Edesa
Biotech, Inc.
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Date:
September 28, 2020
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By:
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/s/
Kathi Niffenegger
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Name:
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Kathi
Niffenegger
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Title:
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Chief
Financial Officer
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