Filing Details
- Accession Number:
- 0001654954-19-010489
- Form Type:
- 13D Filing
- Publication Date:
- 2019-09-09 21:10:07
- Filed By:
- Inveready Innvierte Biotech Ii, S.c.r. S.a
- Company:
- Edesa Biotech Inc. (OTCMKTS:EDSA)
- Filing Date:
- 2019-09-10
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Inveready Innvierte Biotech II, S.C.R. S.A | 0 | 531,986 | 0 | 531,986 | 531,986 | 7.1% |
| Josep Maria Echarri Torres | 0 | 531,986 | 0 | 531,986 | 531,986 | 7.1% |
Filing
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment No. 1)*
(Amendment No. 1)*
____________________________
EDESA BIOTECH,
inc.
(Name of Issuer)
(Name of Issuer)
Common Shares, no par value per
share
(Title of Class of
Securities)
27966L108
(CUSIP Number)
(CUSIP Number)
Josep Maria Echarri
Torres
Inveready Innvierte Biotech II, C/Cavallers
50, 08034 Barcelona, Spain
+34-93-180-7260
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 26, 2019
(Date of Event which Requires Filing of this Statement)
(Date of Event which Requires Filing of this Statement)
____________________________
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition which
is the subject of this Schedule 13D, and is filing this schedule
because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ◻
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover page
shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would
alter disclosures provided in a prior cover
page.
The information required on the
remainder of this cover page shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
| CUSIP No. 27966L108 | | Page
2 of 6
Pages |
| 1 | NAME OF REPORTING
PERSON Inveready
Innvierte Biotech II, S.C.R.
S.A. |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (see instructions) (a) ◻ (b) ◻ |
| 3 | SEC USE
ONLY |
| 4 | SOURCE OF FUNDS (see
instructions) OO |
| 5 | CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED ◻ PURSUANT TO ITEMS 2(d) or
2(e) |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Madrid, Spain |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING
POWER 0 |
| 8 | SHARED VOTING
POWER 531,986 | |
| 9 | SOLE DISPOSITIVE
POWER 0 | |
| 10 | SHARED DISPOSITIVE
POWER 531,986 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 531,986 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
◻ CERTAIN SHARES (see Instructions) | ||
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11
7.1% (Based on a total of 7,504,468 shares of the Issuer’s
common stock outstanding as of August 14,
2019) | ||
| 14 | TYPE OF REPORTING PERSON (see
instructions) CO | ||
| | | | |
1
| CUSIP No. 27966L108 | | Page 3
of 6
Pages |
| 1 | NAME OF REPORTING
PERSON Josep Maria Echarri
Torres |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (see instructions) (a) ◻ (b) ◻ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (see
instructions) OO |
| 5 | CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED ◻ PURSUANT TO ITEMS 2(d) or
2(e) |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Spanish |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 0 |
| 8 | SHARED
VOTING POWER 531,986 | |
| 9 | SOLE
DISPOSITIVE POWER 0 | |
| 10 | SHARED
DISPOSITIVE POWER 531,986 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 531,986 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
◻ CERTAIN SHARES (see Instructions) | ||
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11 7.1%
(Based on a total of 7,504,468 shares of the Issuer’s common
stock outstanding as of August 14,
2019) | ||
| 14 | TYPE OF REPORTING PERSON (see
instructions) IN | ||
| | | | |
2
This Amendment No. 1 (“Amendment
No. 1”) amends and supplements the statement on Schedule
13D filed by Inveready Innvierte
Biotech II, S.C.R. S.A. and Mr. Josep Maria Echarri Torres, its
Managing Director (collectively, the “Reporting
Persons”) on June 19,
2019 (as so amended and supplemented, the “Schedule
13D”), with respect to the common shares, no par value per
share (the “Common Shares”) of Edesa Biotech, Inc., a
British Columbia corporation, formerly known as
“Stellar Biotechnologies, Inc.” (the “Company” or the
“Issuer”). Except as expressly amended by this
Amendment No. 1, the Schedule 13D remains in full force and
effect.
The
purpose of this Amendment No. 1 is to report an increase in
the Reporting Persons’ beneficial ownership of Common Shares
as a result of the issuance of Common Shares on July 26, 2019
pursuant to the post-closing adjustment contemplated by that
certain Share Exchange Agreement, dated as of March 7, 2019, by and
among the Company, Edesa Biotech Inc. (“Edesa”) and the
shareholders of Edesa (the “Exchange Agreement”), as
described in this Amendment No. 1.
Item 1. Security
and Issuer.
This
Schedule 13D relates to the Common Shares of the Company, which has
its principal executive offices at 100 Spy Court, Markham, Ontario,
Canada L3R 5H6.
Item 2. Identity and Background.
This Schedule 13D is
filed by the Reporting Persons. The principal address of the
Reporting Persons is c/o Inveready
Technology Investment Group, C/dels Cavallers, 50, Barcelona,
08034, Spain.
Inveready Innvierte
Biotech II, S.C.R. S.A. is a Venture Capital Fund investing
in Life Sciences Companies.
During
the last five years, the Reporting Persons have not been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
On June 7, 2019, the Company completed its business combination
with Edesa in accordance with the terms of the Exchange Agreement
(the “Exchange”), pursuant to which Inveready Innvierte
Biotech II, S.C.R. S.A. received 502,955 common shares in exchange
for all of its capital stock of Edesa.
On July
26, 2019, an additional 29,031Common Shares were issued to
Inveready
Innvierte Biotech II, S.C.R. S.A. pursuant to the
post-closing adjustment contemplated by the Exchange
Agreement.
The
foregoing description of the Exchange Agreement does not purport to
be complete and is qualified in its entirety by reference to such
agreement, which is attached hereto as Exhibit 1 and incorporated
herein by reference.
Item 4. Purpose of Transaction.
Reference is made
to the disclosure set forth under Item 3 of this Schedule 13D,
which disclosure is incorporated herein by reference.
The Reporting Persons intend to review their investment in the
Issuer on a continuing basis and, depending on various factors,
including, without limitation, the Issuer’s financial
position, the price of the Common Shares, conditions in the
securities markets and general economic and industry conditions,
the Reporting Persons may, in the future, take such actions with
respect to their shares of the Issuer’s capital stock as they
deem appropriate, including, without limitation: purchasing
additional Common Shares; selling Common Shares; taking any action
to change the composition of the Issuer’s board of directors;
taking any other action with respect to the Issuer or any of its
securities in any manner permitted by law or changing their
intention with respect to any and all matters referred to in
paragraphs (a) through (j) below in this
Item 4.
Except as otherwise described in this Schedule, none of the
Reporting Persons currently has any plans or proposals that relate
to or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of
securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors
or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other
material change in the Issuer’s business or corporate
structure; (g) any changes in the Issuer’s charter or
bylaws or other actions which may impede the acquisition of control
of the Issuer by any person; (h) causing a class of securities
of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association;
(i) causing a class of equity securities of the Issuer to
become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (j) any action similar to any of those enumerated
above.
3
Item 5. Interest in Securities of the
Issuer.
(a)-(b)
Number of Common Shares
beneficially owned:
| Inveready
Innvierte Biotech II, S.C.R. S.A. | 531,986 Common
Shares |
| Josep Maria Echarri
Torres | 531,986 Common
Shares |
Percent of class: 7.1% (Based on a total of 7,504,468 shares
of the Issuer’s common stock outstanding as of August 14, 2019)
Number of shares as to which such
person has:
| (i) | Sole power to vote or to direct the
vote: Inveready Innvierte Biotech II, S.C.R.
S.A. Josep Maria Echarri
Torres | 0 Common Shares 0 Common Shares |
| (ii) | Shared power to vote or to direct
the vote: Inveready Innvierte Biotech II, S.C.R.
S.A. Josep Maria Echarri
Torres | 531,986 Common
Shares 531,986Common
Shares |
| (iii) | Sole power to dispose or to direct
the disposition of: Inveready Innvierte Biotech II, S.C.R.
S.A. Josep Maria Echarri
Torres | 0 Common Shares 0 Common Shares |
| (iv) | Shared power to dispose or to
direct the disposition of: Inveready Innvierte Biotech II, S.C.R.
S.A. Josep Maria Echarri
Torres | 531,986 Common
Shares 531,986 Common
Shares |
(c) Except as set forth in this
Schedule 13D, the Reporting Persons have not effected any
transactions with respect to the Common Shares of the Issuer during
the past 60 days.
(d)-(e) Not
applicable.
4
Item 6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Reference is made to the disclosure
set forth under Items 3 of this Schedule 13D, which disclosure is
incorporated herein by reference.
Item 7. Material
to be Filed as Exhibits.
| Exhibit No. | Description |
| | |
| Share
Exchange Agreement, dated as of March 7, 2019, by and between
Stellar Biotechnologies, Inc., Edesa Biotech Inc. and the Edesa
Shareholders (incorporated by reference to Exhibit 2.1 of the
Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 8, 2019) |
| Joint Filing Agreement,
dated as of September 9,
2019 by and among
(i) Inveready Innvierte Biotech II, S.C.R. S.A. and (ii) Mr.
Josep Maria Echarri Torres. |
5
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Dated: September 9, 2019 | | |
| | | |
| | | |
| |
Inveready Innvierte Biotech II, S.C.R.
S.A. | |
| | | |
| | By: | /s/ Josep Maria Echarri Torres, as
Managing Director |
| | | |
| | | |
| | | |
| | /s/ Josep Maria Echarri
Torres | |
6