Attached files
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| EX-99.1 - PRESS RELEASE - Edesa Biotech, Inc. | edsa_ex991.htm |
| EX-10.1 - STRATEGIC INNOVATION FUND AGREEMENT - Edesa Biotech, Inc. | edsa_ex101.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): February 2,
2021
Edesa Biotech, Inc.
(Exact Name of Registrant as Specified in its Charter)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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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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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 Entry into a Material Definitive
Agreement
Agreement with the Government of Canada’s Strategic
Innovation Fund
On
February 2, 2021, Edesa Biotech Research, Inc., a wholly owned
subsidiary of Edesa Biotech, Inc. (the “Company”),
entered into a multi-year contribution agreement with the Canadian
government’s Strategic Innovation Fund, or SIF (the
“Agreement”). Under this Agreement, the Government of
Canada committed up to CAD $14.05 million ($11 million USD) in
nonrepayable funding toward (i) the Phase 2 portion of the
Company’s ongoing Phase 2/3 study of its investigation
therapy EB05 in hospitalized COVID-19 patients, and (ii) certain
pre-clinical research intended to potentially broaden the
application of the Company’s experimental therapy
(collectively, the “Project”). Pursuant to the
contribution agreement, Edesa Biotech Research will conduct work,
incur expenses and fund all costs from its own cash resources. On a
quarterly basis, Edesa Biotech Research may submit claims to the
SIF for eligible reimbursable expenses.
Under
the Agreement, Edesa Biotech Research has agreed to certain
obligations in relation to the completion of the Project. In the
event that Edesa Biotech Research breaches its obligations under
the Agreement, subject to applicable cure, the SIF may exercise a
number of remedies, including suspending or terminating funding
under the Agreement, demanding repayment of funding previously
received and/or terminating the Agreement. The performance
obligations of Edesa Biotech Research under the contribution
agreement are guaranteed by the Company.
The
foregoing is only a summary of the material terms of the Agreement,
does not purport to be complete, and is qualified in its entirety
by reference to the text of the Agreement, which is attached as
Exhibit 10.1 hereto and incorporated herein it its
entirety.
Item 8.01 Other Events
On
February 2, 2021, the Company issued a press release announcing the
execution of the Agreement (the “Press Release”). The
full text of the Press Release is attached hereto as Exhibit 99.1.
The information furnished herein and therein shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that Section, or incorporated by
reference in any filing under the Exchange Act or the Securities
Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1+
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Strategic
Innovation Fund Agreement among Edesa Biotech Research, Inc., Edesa
Biotech, Inc., and her Majesty the Queen in right of Canada as
represented by the Minister of Industry, dated February 2,
2021
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Press
release issued by Edesa Biotech, Inc. dated February 2,
2021.
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+ Portions of this
exhibit have been omitted pursuant to Rule 601(b)(10)(iv) of
Regulation S-K.
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:
February 2, 2021
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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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