Current Report Filing (8-k)
November 22 2021 - 04:20PM
Edgar (US Regulatory)
0001540159
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0001540159
2021-11-22
2021-11-22
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iso4217:USD
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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): November 22, 2021
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):
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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:
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 x
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.
On November 22, 2021, 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 $15.0 million.
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 (the “Securities Act”). 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 terms 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 sales of Common Shares under the Distribution Agreement for general
corporate purposes, which may include working capital, capital expenditures and research and development and manufacturing 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: November 22, 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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