Filing Details
- Accession Number:
- 0001654954-20-000543
- Form Type:
- 13D Filing
- Publication Date:
- 2020-01-16 18:29:56
- Filed By:
- Pardeep Nijhawan Medicine Professional Corp
- Company:
- Edesa Biotech Inc. (OTCMKTS:EDSA)
- Filing Date:
- 2020-01-16
- 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 |
|---|---|---|---|---|---|---|
| Pardeep Nijhawan Medicine Professional Corporation | 0 | 2,116,024 | 0 | 2,116,024 | 2,116,024 | 23.9% |
| The Digestive Health Clinic Inc | 0 | 224,094 | 0 | 224,094 | 224,094 | 2.5% |
| Pardeep Nijhawan | 577,559 | 2,340,118 | 577,559 | 2,340,118 | 2,917,677 | 32.8% |
Filing
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
____________________________
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No.
2)*
____________________________
EDESA
BIOTECH, INC.
(Name of
Issuer)
Common Shares, no
par value per share
(Title of Class of
Securities)
27966L108
(CUSIP
Number)
Dr.
Pardeep Nijhawan
c/o
Edesa Biotech, Inc.
100
Spy Court
Markham,
Ontario, L3R 5H6, Canada
(905)
475-1234
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications)
January 8, 2020
(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).
SCHEDULE
13D
| CUSIP
No. 27966L108 | | Page
2 of
8 Pages | | |||
| | | |||||
| 1 | NAME OF REPORTING
PERSON
Pardeep Nijhawan Medicine Professional Corporation | | ||||
| 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) WC | | ||||
| 5 | CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED ☐ PURSUANT TO ITEMS
2(d) or 2(e) | | ||||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION Ontario,
Canada | | ||||
| NUMBER
OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH | 7 | SOLE VOTING
POWER 0 | | |||
| 8 | SHARED VOTING
POWER 2,116,024 | | ||||
| 9 | SOLE DISPOSITIVE
POWER 0 | | ||||
| 10 | SHARED DISPOSITIVE
POWER
2,116,024 | | ||||
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,024 | | ||||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐ | | ||||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 23.9%
(1) | | ||||
| 14 | TYPE OF REPORTING
PERSON (see instructions) CO | | ||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
| CUSIP
No. 27966L108 | | Page
3 of
8 Pages | |||
| | |||||
| 1 | NAME OF REPORTING
PERSON
The Digestive Health Clinic Inc. | ||||
| 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) AF | ||||
| 5 | CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED ☐ PURSUANT TO ITEMS
2(d) or 2(e) | ||||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION Ontario,
Canada | ||||
| NUMBER
OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH | 7 | SOLE VOTING
POWER 0 | |||
| 8 | SHARED VOTING
POWER 224,094 | ||||
| 9 | SOLE DISPOSITIVE
POWER 0 | ||||
| 10 | SHARED DISPOSITIVE
POWER 224,094 | ||||
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 224,094 | ||||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐ | ||||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 2.5%
(1) | ||||
| 14 | TYPE OF REPORTING
PERSON (see instructions) CO | ||||
(1)
Based on a total of
8,859,159 Common Shares of the Company outstanding as of January 8,
2020.
SCHEDULE
13D
| CUSIP
No. 27966L108 | | Page
4 of
8 Pages | |||
| | |||||
| 1 | NAME OF REPORTING
PERSON
Pardeep Nijhawan | ||||
| 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) AF | ||||
| 5 | CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED ☐ PURSUANT TO ITEMS
2(d) or 2(e) | ||||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION Canadian | ||||
| NUMBER
OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH | 7 | SOLE VOTING
POWER 577,559 | |||
| 8 | SHARED VOTING
POWER 2,340,118 | ||||
| 9 | SOLE DISPOSITIVE
POWER
577,559 | ||||
| 10 | SHARED DISPOSITIVE
POWER
2,340,118 | ||||
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,917,677 | ||||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐ | ||||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 32.8%
(1) | ||||
| 14 | TYPE OF REPORTING
PERSON (see instructions) IN | ||||
(1)
Based on a total of
8,859,159 Common Shares outstanding as of January 8, 2020,
and an
additional 40,247 Common Shares underlying vested share options
that are deemed outstanding with respect to this Reporting
Person.
SCHEDULE
13D
This
Amendment No. 2 (“Amendment No. 2”) amends
and supplements the statement on Schedule 13D jointly filed by
(i) Pardeep
Nijhawan Medicine Professional Corporation, formed in Ontario,
Canada, (ii) The Digestive Health Clinic Inc., formed in Ontario,
Canada, and Dr. Pardeep Nijhawan, an individual (collectively, the
“Reporting Persons”) on June 17, 2019, as
amended by Amendment No. 1 filed by the Reporting Persons on August
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. 2, the Schedule 13D
remains in full force and effect.
The
purpose of this Amendment No. 2 is to report an increase in
the Reporting Persons’ beneficial ownership of Common Shares
as a result of the purchase of Common Shares on January 8, 2020, as
described in this Amendment No. 2.
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
jointly filed by the Reporting Persons. Dr. Pardeep Nijhawan is the sole executive
officer and sole director of each of Pardeep Nijhawan
Medicine Professional Corporation and The Digestive Health Clinic
Inc. Dr. Pardeep
Nijhawan is also the
Chief Executive Officer of the Issuer. The principal address of the
Reporting Persons is 100 Spy
Court, Markham, Ontario, Canada L3R 5H6.
Pardeep Nijhawan
Medicine Professional Corporation is a professional medical
corporation through which Dr. Pardeep Nijhawan operates his medical
practice. The Digestive Health
Clinic Inc. owns and operates specialist medical clinics with
services in gastroenterology, hepatology, internal medicine and
hematology.
During
the last five years, none of the Reporting Persons have 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.
Dr.
Pardeep Nijhawan is a Canadian citizen.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 is hereby supplemented as follows:
On January 6, 2020, the Company 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, including the Pardeep Nijhawan
Medicine Professional Corporation, providing for the issuance and sale by the
Company of Common Shares in a registered direct offering (the
“Offering”). In a concurrent private placement (the
“Private Placement”), the Company agreed to sell to
such investors (i) Class A Purchase Warrants to purchase 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 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”). Pardeep Nijhawan
Medicine Professional Corporation purchased 9,255 Common Shares in the Offering at a
purchase price of $4.11 and also received 6,942 Class A Warrants
and 4,628 Class B Warrants. The securities were
acquired with the working capital of Pardeep Nijhawan Medicine
Professional Corporation.
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 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, as described in the Purchase
Warrants. None of the Common
Shares underlying the Purchase Warrants are included in the Common
Shares deemed to be beneficially owned by Pardeep Nijhawan Medicine
Professional Corporation (or
any other Reporting Person) as reported in this
Amendment No. 2 as such Reporting Person does not have the right to
acquire the shares within sixty days of the filing date of this
Amendment No. 2.
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 acquired their securities in the Issuer for
investment purposes.
5
SCHEDULE
13D
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.
Item
5. Interest in Securities of the Issuer.
(a)-(b)
Number
of Common Shares beneficially owned:
| | | |
| Pardeep
Nijhawan Medicine Professional Corporation | | 2,116,024
shares |
| The
Digestive Health Clinic Inc. | | 224,094
shares |
| Pardeep
Nijhawan (1) | | 2,917,677shares |
(1)
Includes 40,247 Common Shares underlying vested share options that
are deemed outstanding with respect to this Reporting
Person.
Percent
of class:
| | | |
| Pardeep
Nijhawan Medicine Professional Corporation (1) | | 23.9% |
| The
Digestive Health Clinic Inc. (1) | | 2.5% |
| Pardeep
Nijhawan (2) | | 32.8% |
(1)
Based on a total of 8,859,159 Common Shares of
the Company outstanding as of January 8, 2020.
(2)
Based on a total of
8,859,159 Common Shares outstanding as of January 8, 2020,
and an
additional 40,247 Common Shares underlying vested share options
that are deemed outstanding with respect to this Reporting
Person.
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: |
|
Pardeep Nijhawan Medicine Professional Corporation | | 0 shares |
|
The Digestive Health Clinic Inc. | |
0 shares |
|
Pardeep Nijhawan | | 577,559
shares |
| | | |
|
(ii) |
Shared power to vote or to direct the vote: |
|
Pardeep Nijhawan Medicine Professional Corporation | |
2,116,024shares |
|
The Digestive Health Clinic Inc. | |
224,094 shares |
|
Pardeep Nijhawan | |
2,340,118shares |
|
(iii) |
Sole power to dispose or to direct the disposition of: |
|
Pardeep Nijhawan Medicine Professional Corporation | | 0 shares |
|
The Digestive Health Clinic Inc. | |
0 shares |
|
Pardeep Nijhawan | | 577,559
shares |
6
SCHEDULE
13D
|
(iv) |
Shared power to dispose or to direct the disposition
of: |
|
Pardeep Nijhawan Medicine Professional Corporation | |
2,116,024shares |
|
The Digestive Health Clinic Inc. | |
224,094 shares |
|
Pardeep Nijhawan | |
2,340,118 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.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
This
Amendment No. 2 does not amend the information previously provided
in response to this Item 6.
Item
7. Material to be Filed as Exhibits.
This
Amendment No. 2 does not amend the information previously provided
in response to this Item 7
7
SCHEDULE
13D
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.
| | | | |
PARDEEP NIJHAWAN MEDICINE PROFESSIONAL CORPORATION | | ||
| | | | | | | | |
| Date: January 16, 2020 | | By: | | /s/
Pardeep Nijhawan | |||
| | | | | Name: | | Pardeep
Nijhawan | |
| | | | | Title: | | Chief
Executive Officer | |
| | | | | | | | |
| | | | |
THE DIGESTIVE HEALTH CLINIC INC. | | ||
| | | | | | |||
| Date:January 16,
2020
| | By: | | /s/
Pardeep Nijhawan | |||
| | | | | Name: | | Pardeep
Nijhawan | |
| | | | | Title: | | Chief
Executive Officer | |
| | | | | | | | |
| | | | | | | | |
| Date:January 16,
2020 | | By: | | /s/
Pardeep Nijhawan | |||
| | | | | | | | |
| | | | | | | | |
8