Edesa Biotech, Inc S-1, filed Feb 25, 2020

Edesa Biotech, Inc. (EDSA)

S-1 2020-02-25

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British Columbia, Canada	2836	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard IndustrialClassification Code Number)	(I.R.S. EmployerIdentification No.)

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

Title of Each Class ofSecurities to be Registered(1)	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common shares, no par value	1,016,036(2)	$4.80(3)	$4,876,972.80(3)	$633.03
Common shares, no par value	677,358(2)	$4.00(3)	$2,709,432.00(3)	$351.68
Common shares, no par value	12,364(2)	$3.20(3)	$39,564.80(3)	$5.14
Common shares, no par value	1,897,030	$3.58(4)	$6,791,367.40(4)	$881.52
Total	3,602,788		$14,417,337.00	$1,871.37

	Page
PROSPECTUS SUMMARY	1
THE OFFERING	3
RISK FACTORS	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA	7
USE OF PROCEEDS	8
SELLING SHAREHOLDERS	8
CERTAIN TAX MATTERS	17
PLAN OF DISTRIBUTION	25
DESCRIPTION OF SECURITIES	27
LEGAL MATTERS	31
EXPERTS	31
WHERE YOU CAN FIND ADDITIONAL INFORMATION	31
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS	32


	THE OFFERING The following summary contains basic information about the offering and the securities the selling shareholders are offering and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the securities the selling shareholders are offering, please refer to the section of this prospectus titled “Description of Securities.”
	Common Shares being offered by the selling shareholders			The selling shareholders are offering up to 3,602,788 Common Shares, including (i) 1,016,036 Common Shares underlying outstanding Class A Purchase Warrants exercisable at $4.80 per share (subject to customary adjustments for share splits and dividends), (ii) 677,358 Common Shares underlying outstanding Class B Purchase Warrants exercisable at $4.00 per share (subject to customary adjustments for share splits and dividends) and (iii) 12,364 Common Shares underlying outstanding warrants issued to representatives of Brookline Capital Markets, a division of Arcadia Securities, LLC, exercisable at $3.20 per share (subject to customary adjustments for share splits and dividends)(the “Placement Agent Warrants”). The remaining 1,897,030 Common Shares being registered for resale by certain of the selling shareholders were acquired from us on June 7, 2019 upon the completion of our business combination with Edesa Biotech Research, Inc.

	Warrant exercisability and expiration			The Class A Purchase Warrants will be exercisable at any time on or after July 8, 2020 (the “Class A Purchase Warrant Initial Exercise Date”), at an exercise price of $4.80 per share and will expire on the third anniversary of the Class A Purchase Warrant Initial Exercise Date. The Class B Purchase Warrants will be exercisable at any time on or after July 8, 2020 (the “Class B Purchase Warrant Initial Exercise Date”), at an exercise price of $4.00 per share and will expire on the four month anniversary of the Class B Purchase Warrant Initial Exercise Date. The Placement Agent Warrants will be exercisable at any time on or after July 6, 2020 (the “Placement Agent Warrant Initial Exercise Date”), at an exercise price of $3.20 per share and will expire on the fifth anniversary of the Placement Agent Warrant Initial Exercise Date.

	Common shares outstanding prior to this offering			8,859,159 shares

	Common shares to be outstanding after this offering			10,564,917 shares

	Use of Proceeds			All proceeds from the sale of the Common Shares under this prospectus will be for the account of the selling shareholders. We will not receive any proceeds from the sale of our Common Shares offered pursuant to this prospectus. Any proceeds received by us from the exercise of the warrants will be used for general corporate purposes, which may include working capital, capital expenditures and research and development expenses. See the section entitled “Use of Proceeds” in this prospectus.

	Nasdaq Capital Market trading symbol			“EDSA”

	Listing			Our Common Shares are listed for trading on the Nasdaq Capital Market. There is no established trading market for the warrants and we do not intend to list the warrants on any exchange or other trading or quotation system.

	Risk Factors			See “Risk Factors” on page 6 of this prospectus to read about factors you should consider before buying Common Shares.


	PROSPECTUS SUMMARY This summary highlights information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read this summary together with the more detailed information, including our financial statements and the related notes, contained or incorporated by reference in this prospectus. You should carefully consider, among other things, the matters discussed in “Risk Factors” included elsewhere in this prospectus, the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes, each included in our Annual Report on Form 10-K for the year ended September 30, 2019, filed with the SEC on December 12, 2019, which is incorporated by reference herein, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited consolidated interim financial statements and related notes, each included in our Quarterly Report on Form 10-Q filed with the SEC on February 13, 2020, which is incorporated by reference herein, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” As used in this prospectus, “Edesa,” “the Company,” “we,” “us,” and “our” refer to Edesa Biotech, Inc. and our consolidated subsidiaries, except where the context otherwise requires. Business Overview We are a biopharmaceutical company focused on acquiring, developing and commercializing clinical-stage drugs for dermatological and gastrointestinal indications with clear unmet medical needs. Our lead product candidate, EB01, is an sPLA2 inhibitor for the topical treatment of chronic allergic contact dermatitis (ACD), a common, potentially debilitating condition and occupational illness. EB01 employs a novel, non-steroidal mechanism of action and in two clinical studies has demonstrated statistically significant improvement of multiple symptoms in ACD patients. Our investigational new drug (IND) application for EB01 was accepted by the U.S. Food and Drug Administration (FDA) in November 2018 and we initiated patient enrollment for a Phase 2B clinical study evaluating EB01 in October 2019. We also intend to expand the utility of our sPLA2 inhibitor technology, which forms the basis for EB01, across multiple indications. For example, in September 2019, we received approval from Health Canada to begin a proof-of-concept clinical study of EB02, an sPLA2 inhibitor, as a potential treatment for patients with hemorrhoids disease (HD). In addition to EB01 and EB02, we plan to expand our portfolio with drug candidates to treat other skin and gastrointestinal conditions. Competitive Strengths We believe that we possess a number of competitive strengths that position us to become a leading biopharmaceutical company focused on dermatological and gastrointestinal diseases, including: ● Novel pipeline addressing large underserved markets. Our product candidates are novel clinical-stage compounds that have significant scientific rationale for effectiveness. By initially targeting large markets that have significant unmet medical needs, we believe that we can drive adoption of new products and improve our competitive position. For example, we believe that the novel, non-steroidal mode of action of our lead product candidates will be an appealing alternative for managing the symptoms of ACD and HD. These diseases impact millions of people in the United States and Canada, and can have significant effects on patients’ quality of life and, in the case of many chronic ACD patients and their employers, significant workplace-related costs and limitations. ● Intellectual property protection and market exclusivity. We have opportunities to develop our competitive position through patents, trade secrets, technical know-how and continuing technological innovation. We have exclusive license rights in our target indications to multiple patents and pending patent applications in the United States and in various foreign jurisdictions. In addition to patent protection, we intend to utilize trade secrets and market exclusivity afforded to a New Chemical Entity, where applicable, to enhance or maintain our competitive position. ● Experienced management and drug development capabilities. Our leadership team possesses core capabilities in dermatology, gastrointestinal medicine, drug development and commercialization, chemistry, manufacturing and controls, public company management and finance. Our founder and Chief Executive Officer, Pardeep Nijhawan, MD, FRCPC, AGAF, is a board-certified gastroenterologist and hepatologist with a successful track record of building life science businesses, including Medical Futures, Inc., which was sold to Tribute Pharmaceuticals in 2015. In addition to our internal capabilities, we have also established a network of key opinion leaders, contract research organizations, contract manufacturing organizations and consultants. As a result, we believe we are well positioned to efficiently develop novel dermatological and gastrointestinal treatments.


	Our business strategy is to develop and commercialize innovative drug products that address unmet medical needs for large, underserved markets where there is limited competition. Key elements of our strategy include: ● Establish EB01 as the leading treatment for chronic ACD. Our primary goal is to obtain regulatory approval for EB01 and commercialize EB01 for use in the treatment of ACD. Based on promising clinical trial results in which patients treated with EB01 experienced statistically significant improvements of their symptoms with minimal side effects, we initiated a Phase 2B clinical study evaluating EB01 in the United States. ● Selectively targeting additional indications within the areas of dermatology and gastroenterology. In addition to our ACD program, we plan to efficiently generate proof-of-concept data for other programs where the inhibition of sPLA2 activity may have a therapeutic benefit. For example, given sufficient funding, we are planning a clinical study to evaluate EB02 for internal hemorrhoids. ● In-license promising product candidates. We are applying our cost-effective development approach to advance and expand our pipeline. Our current product candidates are in-licensed from academic institutions or other pharmaceutical companies, and we plan to continue to identify, evaluate and potentially obtain rights to and develop additional assets. Our objective is to maintain a well-balanced portfolio with product candidates across various stages of development. In general, we seek to identify product candidates and technology that represent a novel therapeutic approach to dermatological and gastrointestinal diseases, are supported by compelling science, target an unmet medical need, and provide a meaningful commercial opportunity. We do not currently intend to invest significant capital in basic research, which can be expensive and time-consuming. ● Capture the full commercial potential of our product candidates. If our product candidates are successfully developed and approved, we may build commercial infrastructure capable of directly marketing the products in North America and potentially other major geographies of strategic interest. We also plan to evaluate strategic licensing arrangements with pharmaceutical companies for the commercialization of our drugs, where applicable, such as in territories where a partner may contribute additional resources, infrastructure and expertise. Corporate Information We were incorporated in the Province of British Columbia, Canada in 2007 and we operate through our wholly-owned subsidiaries, Edesa Biotech Research, Inc., an Ontario corporation incorporated in 2015, formerly known as Edesa Biotech Inc., which we acquired on June 7, 2019, and Stellar Biotechnologies, Inc., a California corporation organized September 9, 1999 and acquired on April 12, 2010. Our Common Shares are traded on The Nasdaq Capital Market under the symbol “EDSA”. Our executive offices are located at 100 Spy Court, Markham, Ontario L3R 5H6 Canada and our telephone number at this location is (289) 800-9600. Our website address is www.edesabiotech.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. Our trademarks and trade names include, but may not be limited to, “Edesa Biotech,” and the Edesa logo.


	The number of our Common Shares to be outstanding after the offering is based on 8,859,159 of our Common Shares outstanding as of February 21, 2020 and excludes: ● 671,891 of our Common Shares issuable upon exercise of outstanding options granted under our equity incentive plans at a weighted average exercise price of $3.27 per share; ● 481,256 of our Common Shares available for issuance or future grant pursuant to our equity incentive plan; and ● 48,914 of our Common Shares issuable upon exercise of outstanding warrants at a weighted average exercise price of $11.19 per share. Implications of Being an Emerging Growth Company As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to: ● not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; ● reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these provisions until September 30, 2021. However, if certain events occur prior to September 30, 2021, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before such date. We have elected to take advantage of certain of the reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different than the information you might receive from other public reporting companies in which you hold equity interests. Description of Business Combination Transaction On June 7, 2019, we completed a business combination with Edesa Biotech Research, Inc., formerly known as Edesa Biotech Inc. (“Edesa Research”), a company organized under the laws of the province of Ontario, in accordance with the terms of a Share Exchange Agreement, dated March 7, 2019, by and among us, Edesa Research and the shareholders of Edesa Research. At the closing of the transaction, we acquired the entire issued share capital of Edesa Research, with Edesa Research becoming a wholly owned subsidiary of ours. Also on June 7, 2019, in connection with and following the completion of the business combination, we effected a 1-for-6 reverse split of our Common Shares and changed our name to “Edesa Biotech, Inc.” At the closing of the transaction, the Edesa Research shareholders exchanged their shares for 88% of our outstanding shares on a fully diluted basis. At the closing of the transaction, the Edesa Research shareholders received 6,249,780 of our Common Shares in exchange for the capital shares of Edesa Research and the holders of unexercised Edesa Research share options immediately prior to the closing of the transaction were issued replacement share options (“Replacement Options”) to purchase an aggregate of 297,422 of our Common Shares. On July 26, 2019, pursuant to the post-closing adjustment contemplated by the Share Exchange Agreement, we issued an additional 366,234 of our Common Shares to the Edesa Research shareholders and the holders of unexercised Edesa Research stock options immediately prior to the closing of the transaction were issued 17,701 additional Replacement Options to purchase our Common Shares. Following the completion of the transactions contemplated by the Share Exchange Agreement and the reverse split, there were approximately 7,504,468, of our Common Shares issued and outstanding and approximately 7,876,292 of our Common Shares outstanding on a fully-diluted basis, and the former Edesa Research shareholders and option holders owned approximately 6,931,137 of our Common Shares on a fully-diluted basis, or 88% of our Common Shares on a fully-diluted basis, and our shareholders and option holders prior to the transactions contemplated by the Share Exchange Agreement owned approximately 945,155 of our Common Shares on a fully-diluted basis, or 12% of our Common Shares on a fully-diluted basis. 1,897,030 Common Shares acquired by the Edesa Research shareholders in the business combination transaction are being registered for resale under this prospectus.


	Description of Offering and Private Placement with Selling Shareholders On January 6, 2020, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain United States resident investors and Subscription Agreements (the “Subscription Agreements”) with certain non-U.S. investors providing for the issuance and sale by us of an aggregate of 1,354,961 of our Common Shares, in a registered direct offering (the “Offering”). In a concurrent private placement (the “Private Placement”), we agreed to sell to such investors (i) Class A Purchase Warrants to purchase an aggregate of up to 1,016,036 Common Shares, or 0.75 of a Common Share for each Common Share purchased in the Offering (the “Class A Purchase Warrants”), and (ii) Class B Purchase Warrants to purchase an aggregate of up to 677,358 Common Shares, or 0.50 of a Common Share for each Common Share purchased in the offering (the “Class B Purchase Warrants,” and together with the Class A Purchase Warrants, the “Purchase Warrants”). The price per Common Share and associated Purchase Warrants was (i) $3.20 for investors other than investors that are officers, directors, employees or consultants of the company and (ii) $4.11 for each investor that is an officer, director, employee or consultant of the company. The closing of the Offering and concurrent Private Placement occurred on January 8, 2020. The Class A Purchase Warrants and Class B Purchase Warrants will be exercisable as described in the table above. The exercise price and number of Common Shares issuable upon the exercise of the Purchase Warrants will be subject to adjustment in the event of any share dividends and splits, reverse share split, recapitalization, reorganization or similar transaction. Subject to limited exceptions, a holder of Purchase Warrants will not have the right to exercise any portion of its Purchase Warrants if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of Common Shares outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to us, the holder may increase the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%. Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”), acted as placement agent in the United States in connection with the Offering and Private Placement pursuant to a Financial Advisory Agreement between us and Brookline dated November 5, 2019, as amended. Upon the closing of the Offering and Private Placement, Brookline received a placement agent fee of $207,475, which equals 6.5% of the gross proceeds from sales arranged by Brookline (or 3.5% in the case of sales to investors introduced by the company). Brookline did not receive any cash placement fee with respect to non-U.S. investors. As additional compensation, we issued to Brookline the Placement Agent Warrants to purchase 12,364 Common Shares, which equals 1.25% of the number of Common Shares sold in the Offering to investors introduced by Brookline. Brookline did not receive any warrant compensation for securities issued to non-U.S investors. The company also reimbursed Brookline $55,000 for certain expenses incurred by Brookline in connection with the Offering. The Financial Advisory Agreement provides that, for a period of nine (9) months from the closing date of the Offering, Brookline has a right of first refusal to act as a co-manager for any financing of the company by means of a fully marketed public offering, with no less than 20% of the total fees paid to the underwriters. We received gross proceeds of approximately $4.36 million from the sale of these securities, before deducting placement agent fees and offering expenses, and excluding the exercise of any warrants. For a detailed description of the transactions contemplated by the Share Exchange Agreement, Financial Advisory Agreement, Securities Purchase Agreement, Subscription Agreements, Purchase Warrants and Placement Agent Warrants with the selling shareholders and the securities issued or issuable pursuant thereto, see the section captioned “Selling Shareholders” in this prospectus. We filed the registration statement on Form S-1, of which this prospectus forms a part, (i) to fulfill our contractual obligations under the Securities Purchase Agreement, Subscription Agreements and Placement Agent Warrants with the selling shareholders to provide for the resale by the selling shareholders of the Common Shares underlying the Purchase Warrants and Placement Agent Warrants and (ii) to provide liquidity to certain shareholders of the company that acquired Common Shares in our business combination transaction with Edesa Research.

	Common Shares Beneficially Owned Prior to Offering			Common Shares Beneficially Owned After Offering
Selling Shareholders	Number	Percentage	Number of Common Shares Being Offered	Number	Percentage
Firstfire Global Opportunities Fund LLC (1)	68,360	*	68,360	-	-
KBB Asset Management (2)	105,470	1.2%	58,595	46,875	*
RRSJ Associates (3)	105,470	1.2%	58,595	46,875	*
Laurence Lytton (4)	70,313	*	39,063	31,250	*
Warberg WF VII LP (5)	28,125	*	15,625	12,500	*
William Cassano (6)	35,157	*	19,532	15,625	*
Intracoastal Capital LLC (7)	78,125	*	78,125	-	-
Robert Masters (8)	70,313	*	39,063	31,250	*
AG Family LP (9)	140,625	1.6%	78,125	62,500	*
Pichon Family Trust (10)	35,157	*	19,532	15,625	*
Lagom LLC (11)	140,625	1.6%	78,125	62,500	*
Michael Mullins (12)	10,548	*	5,860	4,688	*
Josiah Austin (13)	70,312	*	39,062	31,250	*
Craig Effron (14)	35,157	*	19,532	15,625	*
Bruce Conway (15)	63,282	*	35,157	28,125	*
Stephen Mut (16)	35,157	*	19,532	15,625	*
Jennifer A. Duncan’s Inheritors Trust (17)	35,157	*	19,532	15,625	*
Nicholas Finegold (18)	105,470	1.2%	58,595	46,875	*
YJP International Limited (19)	56,250	*	31,250	25,000	*
Starlight Investment Holdings Limited (20)	84,375	*	46,875	37,500	*
James Clancey (21)	14,063	*	7,813	6,250	*
John Moore (22)	17,580	*	9,767	7,813	*
Tomsat Investment & Trading Co. Inc. (23)	70,313	*	39,063	31,250	*
Stanford Ventures LLC (24)	175,782	2.0%	97,657	78,125	*
Bigger Capital Fund, LP (25)	58,595	1.2%	58,595	-	-
Hill Blalock, Jr. (26)	35,157	*	19,532	15,625	*
VI LLC (27)	70,313	*	39,063	31,250	*
Catalysis Partners, LLC (28)	70,313	*	39,063	31,250	*
Lee Revocable Trust (29)	35,157	*	19,532	15,625	*
Joel Levine (30)	17,813	*	7,813	10,000	*
William Nimrod (31)	14,063	*	7,813	6,250	*
The Hewett Fund LP (32)	88,595	*	58,595	30,000	*
Richard Maulit (33)	7,032	*	3,907	3,125	*
Lorin Johnson (34)	23,361	*	10,655	12,706	*
Frank and Dorothy Oakes Family Trust (35)	14,040	*	1,523	12,517	*
Kathi Niffenegger Trust (36)	37,289	*	1,523	35,766	*
Gary Koppenjan (37)	20,219	*	1,523	18,696	*
Lumira Capital II, L.P. (38)	2,154,874	23.9%	672,208	1,482,666	14.0%
Lumira Capital II (International), L.P. (39)	199,262	2.2%	62,160	137,102	1.3%
Jeff McLean (40)	140,625	1.6%	78,125	62,500	*
Bruce and Bonny Jean MacDonald (41)	70,313	*	39,063	31,250	*
James Gary Paterson (42)	70,313	*	39,063	31,250	*
10379085 Canada Inc. (43)	710,375	8.0%	222,098	488,277	4.6%
2248618 Ontario Inc. (44)	35,157	*	19,532	15,625	*
Caitlin McCain (45)	10,548	*	5,860	4,688	*
K. Jessa Medicine Prof. Corporation (46)	14,063	*	7,813	6,250	*
Michael Brooks (47)	188,227	2.1%	2,285	185,942	1.7%
York-Cav Enterprises Inc. (48)	9,663	*	3,045	6,618	*
Geoffrey Christie (49)	21,467	*	9,760	11,707	*
Paul Pay (50)	38,463	*	3,045	35,418	*
Ronnie Tarter (51)	14,063	*	7,813	6,250	*
Kassum Properties Canada Limited (52)	35,157	*	19,532	15,625	*
Sean McDonald (53)	18,551	*	4,311	14,240	*
Inveready Innvierte Biotech II, S.C.R. S.A. (54)	531,986	6.0%	159,596	372,390	3.5%

Pardeep Nijhawan Medical Professional Corporation (55)	2,127,594	24.0%	643,601	1,483,993	14.0%
Pardeep Nijhawan (56)	580,287	6.5%	161,194	419,093	4.0%
The Digestive Health Clinic Inc. (57)	224,094	2.5%	67,229	156,865	1.5%
1968160 Ontario Inc. (58)	371,727	4.2%	111,519	260,208	2.5%
William Buchanan, Jr. (59)	2,312	*	2,312	-	-
Harris Lydon (60)	4,064	*	4,064	-	-
Scott A. Katzmann (61)	2,196	*	2,196	-	-
Graham Powis (62)	1,541	*	1,541	-	-
Andrew Daniels (63)	1,360	*	1,360	-	-
Patrick Sturgeon (64)	205	*	205	-	-
Westley McGeoghegan (65)	293	*	293	-	-
Dan Weston (66)	293	*	293	-	-
Henry Moore (67)	53	*	53	-	-
Matthew Hoban (68)	47		47	-	-

	Amount
SEC Registration fee	$1,872
Legal fees and expenses	40,000
Accounting fees and expenses	10,000
Transfer agent fees and expenses	1,000
Printing fees and expenses	1,000
Miscellaneous fees and expenses	1,000
Total	$54,872

Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File Number	Exhibit	Filing Date	Herewith

1.1	Financial Advisory Agreement, dated November 5, 2019, between Edesa Biotech, Inc. and Brookline Capital Markets, a division of Arcadia Securities, LLC	8-K	001-37619	1.1	January 6, 2020
1.2	Amendment to Financial Advisory Agreement, dated December 20, 2019, between Edesa Biotech, Inc. and Brookline Capital Markets, a division of Arcadia Securities, LLC	8-K	001-37619	1.2	January 6, 2020
2.1*	Share Exchange Agreement, dated as of March 7, 2019, by and between Stellar Biotechnologies Inc., Edesa Biotech Inc. and the Edesa Shareholders	8-K	001-37619	2.1	March 8, 2019
3.1	Certificate of Incorporation of the Company, dated June 12, 2007	20-F	000-54598	1(a)	February 3, 2012
3.2	Certificate of Amendment of the Company, dated April 15, 2008	20-F	000-54598	1(b)	February 3, 2012
3.3	Certificate of Continuation of the Company, dated November 25, 2009	20-F	000-54598	1(c)	February 3, 2012
3.4	Certificate of Change of Name of the Company, dated April 7, 2010	20-F	000-54598	1(f)	February 3, 2012
3.5	Amended and Restated Articles of the Company, dated April 9, 2018	8-K	001-37619	3.1	April 11, 2018
3.6	Certificate of Change of Name of the Company, dated June 7, 2019	10-K	001-37619	3.6	December 12, 2019
3.7	Notice of Articles of the Company, dated June 7, 2019	8-K	001-37619	3.1	June 10, 2019
4.1	Specimen of common share certificate	S-3	333-233567	4.1	August 30, 2019
4.2	Form of Class A Purchase Warrant issued to investors	8-K	001-37619	4.1	January 6, 2020
4.3	Form of Class B Purchase Warrant to issued to investors	8-K	001-37619	4.2	January 6, 2020
4.4	Form of Warrant issued to Brookline Capital Markets, a division of Arcadia Securities, LLC	8-K	001-37619	4.3	January 6, 2020
4.5	Form of Warrant	S-1	333-224314	4.2	May 8, 2018
5.1	Opinion of Fasken Martineau DuMoulin, LLP					X
10.1	Patent Assignment and Royalty Agreement between the Company and Frank Oakes, dated August 6, 2002	20-F	000-54598	8(a)	February 3, 2012
10.2	Advance Notice Policy, adopted October 31, 2013	10-K	000-54598	10.14	November 14, 2014
10.3	Form of Securities Purchase Agreement	S-1	333-224314	10.21	May 8, 2018
10.4@	Employment Agreement by and between the Company and Kathi Niffenegger, dated June 7, 2019	8-K	001-37619	10.1	June 10, 2019
10.5@	Employment Agreement by and between the Company and Pardeep Nijhawan, dated June 14, 2019	8-K/A	001-37619	10.2	June 20, 2019
10.6@	Employment Agreement by and between the Company and Michael Brooks, dated June 14, 2019	8-K/A	001-37619	10.3	June 20, 2019
10.7@	Form of Indemnification Agreement, by and between the Company and each of its directors and executive officers	8-K/A	001-37619	10.4	June 20, 2019
10.8@	Fixed Share Option Plan dated December 18, 2013	10-K	000-54598	10.11	November 14, 2014
10.9@	2017 Incentive Compensation Plan	8-K	001-37619	10.1	March 29, 2017
10.10@	2019 Equity Incentive Compensation Plan	8-K	001-37619	10.1	October 25, 2019
10.11	Lease, dated as of January 1, 2017, by and between the Registrant and 1968160 Ontario Inc.	8-K	001-37619	10.1	August 30, 2019
10.12+	Exclusive License Agreement, dated as of June 29, 2016, by and between the Registrant and Yissum Research Development Company	8-K	001-37619	10.2	August 30, 2019
10.13	First Amendment to Exclusive License Agreement, dated April 3, 2017, by and between the Registrant and Yissum Research Development Company	8-K	001-37619	10.3	August 30, 2019
10.14	Second Amendment to Exclusive License Agreement, dated May 7, 2017, by and between the Registrant and Yissum Research Development Company	8-K	001-37619	10.4	August 30, 2019
10.15+	Exclusive License Agreement, dated as of June 15, 2016, by and between the Registrant and Cipher Pharmaceuticals Inc.	8-K	001-37619	10.5	August 30, 2019
10.16+	License and Development Agreement, dated as of August 27, 2017, by and between the Registrant and Pendopharm, a division of Pharmascience Inc.	8-K	001-37619	10.6	August 30, 2019

10.17	Form of Securities Purchase Agreement between Edesa Biotech, Inc. and certain investors	8-K	001-37619	10.1	January 6, 2020
10.18	Form of Subscription Agreement between Edesa Biotech, Inc. and certain investors	8-K	001-37619	10.2	January 6, 2020
21.1	Subsidiaries of Edesa Biotech, Inc.	10-K	001-37619	21	December 12, 2019
23.1	Consent of MNP LLP					X
23.2	Consent of Fasken Martineau DuMoulin, LLP (included in Exhibit 5.1)					X
23.3	Consent of Stubbs, Alderton & Markiles, LLP					X
24.1	Power of Attorney (included on signature page)					X

	EDESA BIOTECH, INC.

	By:	/s/ Michael Brooks
		Michael Brooks
		President

	Very truly yours,

	/s/ FASKEN MARTINEAU DuMOULIN LLP

	FASKEN MARTINEAU DuMOULIN LLP

Signature	Title	Date
/s/ Pardeep Nijhawan	Director, Chief Executive Officer and Corporate (Principal Executive Officer)	February 25, 2020
Pardeep Nijhawan

/s/ Kathi Niffenegger	Chief Financial Officer (Principal Financial and Accounting Officer)	February 25, 2020
Kathi Niffenegger

/s/ Lorin Johnson	Director	February 25, 2020
Lorin Johnson

/s/ Sean McDonald	Director	February 25, 2020
Sean McDonald

/s/ Frank Oakes	Director	February 25, 2020
Frank Oakes

/s/ Paul Pay	Director	February 25, 2020
Paul Pay

/s/ Carlo Sistilli	Director	February 25, 2020
Carlo Sistilli

/s/ Peter van der Velden	Director	February 25, 2020
Peter van der Velden