Edesa Biotech, Inc 8-K, filed May 29, 2026
Edesa Biotech, Inc. (EDSA)
About this 8-K
Edesa Biotech, Inc filed this 8-K on May 29, 2026, reporting on events of May 27, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2026, Edesa Biotech, Inc. (the “Company”) held its 2026 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved an amendment (the “Plan Amendment”) to the Company’s 2019 Equity Incentive Compensation Plan (the “2019 Plan”) to (i) increase the number of shares available for issuance thereunder by 750,000 shares and (ii) eliminate the annual per participant option grant limit.
The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, 4,901,921 common shares, or approximately 55% of the outstanding common shares entitled to vote, were represented by proxy or in person. The matters voted on by shareholders at the Annual Meeting and the results of such voting are set forth below.
Proposal No. 1 - Election of the Company’s Directors
Based upon the following votes, the shareholders elected Joan Chypyha, David Liu, Sean MacDonald, Patrick Marshall, Pardeep Nijhawan, Charles Olson and Carlo Sistilli to serve as members of the Company’s board of directors until the annual meeting of shareholders to be held in 2027 or until their successors are duly elected and qualified.
| For | Withhold | Broker Non-Votes | |
| Joan Chypyha | 2,705,856 | 48,964 | 2,147,101 |
| David Liu | 2,674,286 | 80,534 | 2,147,101 |
| Sean MacDonald | 2,674,082 | 80,738 | 2,147,101 |
| Patrick Marshall | 2,706,023 | 48,797 | 2,147,101 |
| Pardeep Nijhawan | 2,705,297 | 49,523 | 2,147,101 |
| Charles Olson | 2,705,959 | 48,861 | 2,147,101 |
| Carlo Sistilli | 2,673,724 | 81,096 | 2,147,101 |
Proposal No. 2 - Advisory Vote on Executive Compensation
The shareholders approved, on an advisory basis, the executive compensation of the named executive officers as disclosed in the proxy statement for the Annual Meeting, by the following vote.
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 2,670,075 | 69,281 | 15,464 | 2,147,101 |
Proposal No. 3 - Approval of Amendment to the 2019 Equity Incentive Compensation Plan
The shareholders approved an amendment to the Company’s 2019 Plan to (i) increase the number of shares available for issuance thereunder plan by 750,000 shares and (ii) eliminate the annual per participant option grant limit.
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 2,613,551 | 130,589 | 10,680 | 2,147,101 |
Proposal No. 4 - Appointment of MNP LLP as the Company’s Auditors and Independent Registered Public Accounting Firm for the Ensuing Year
The shareholders approved the appointment of MNP LLP as the Company’s auditors and independent registered public accounting firm for the fiscal year ending September 30, 2026.
| For | Withhold | Broker Non-Votes | |||||||
| 4,814,478 | 87,443 | N/A |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1* | Amendment No. 5 to Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Management contract or compensatory plan or arrangement.
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.
| Edesa Biotech, Inc. | ||
| Date: May 29, 2026 | By: | /s/ Peter Weiler |
| Name: | Peter Weiler | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
AMENDMENT NO. 5 TO
EDESA BIOTECH, INC.
2019 EQUITY INCENTIVE COMPENSATION PLAN
This Amendment No. 5 to the Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan (this “Amendment”) is made and entered into effective as of March 18, 2026 (the “Effective Date”), by Edesa Biotech, Inc., a British Columbia corporation (the “Company”).
RECITALS
WHEREAS, the Company previously adopted the Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan (the “Plan”);
WHEREAS, by written consent of the Company’s Board of Directors (the “Board”), dated as of the Effective Date, the Board approved an increase in the number of shares of the Company’s Common Shares reserved for issuance under the Plan by 750,000 shares; and
WHEREAS, the Board also approved elimination of the limit on the number of Common Shares that may be awarded as “Options” (as defined by the Plan) to a participant during any calendar year;
WHEREAS, pursuant to Section 9(f) of the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan, subject to obtaining the consent of the Company’s shareholders not later than the annual meeting next following such Board action if such shareholder approval is required;
WHEREAS, to record such modifications to the Plan, the Company has caused its authorized officer to execute this Amendment.
AGREEMENT
NOW THEREFORE, upon the requisite approval of its shareholders at its 2026 Annual General Meeting, the Plan is hereby amended as follows:
1. Section 4(a) of the Plan is hereby amended and restated to read as follows:
“(a) Limitation on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in Section 9(c) hereof, the total number of Shares reserved and available for delivery under the Plan after the Amendment Date (as defined below) shall be the sum of (i) 750,000 plus (ii) the number of Shares remaining available, as of immediately prior to the Amendment Date, for issuance of Awards under the Plan. Awards shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares. For purposes hereof, “Amendment Date” shall mean March 18, 2026.”
2. Section 5 of the Plan is hereby amended and restated to read as follows:
“5. Eligibility. Awards may be granted under the Plan only to Eligible Persons.”
3. Except as expressly modified by this Amendment, the Plan remains in full force and effect pursuant to its terms. All references to the Plan in other documentation shall be deemed to be a reference to the Plan as amended by this Amendment.
4. This Amendment shall be governed by and construed in accordance with the laws of British Columbia without giving effect to principles of conflict of laws.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed effective as of the date first written above.
EDESA BIOTECH, INC.
/s/ Pardeep Nijhawan
Pardeep Nijhawan, MD
Director, Chief Executive Officer and Corporate Secretary