Filing Details

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(1) Includes (a) 1,504,390 Common Shares and (b) 96,542 Class A Warrants, with each Class A Warrant exercisable for one Common Share at a purchase price of $4.80 per Common Share.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, plus (ii) 96,542 Warrants issuable upon the exercise of the Warrants held by the Reporting Persons (defined below).

 

(3) The number of Warrants beneficially owned by the Reporting Persons (defined below) are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

(1) Includes (a) 139,110 Common Shares and (b) 8,928 Class A Warrants, with each Class A Warrant exercisable for one Common Share at a purchase price of $4.80 per Common Share.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, plus (ii) 8,928 Warrants issuable upon the exercise of the Warrants held by the Reporting Persons (defined below).

 

(3) The number of Warrants beneficially owned by the Reporting Persons (defined below) are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

(1) Includes (a) 1,643,500 Common Shares and (b) 105,470 Class A Warrants, with each Class A Warrant exercisable for one Common Share at a purchase price of $4.80 per Common Share.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, plus (ii) 105,470 Warrants issuable upon the exercise of the Warrants held by the Reporting Persons (defined below).

 

(3) The number of Warrants beneficially owned by the Reporting Persons (defined below) are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

(1) Includes (a) 1,643,500 Common Shares and (b) 105,470 Class A Warrants, with each Class A Warrant exercisable for one Common Share at a purchase price of $4.80 per Common Share.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, plus (ii) 105,470 Warrants issuable upon the exercise of the Warrants held by the Reporting Persons (defined below).

 

(3) The number of Warrants beneficially owned by the Reporting Persons (defined below) are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

(1) Includes (a) 1,643,500 Common Shares and (b) 105,470 Class A Warrants, with each Class A Warrant exercisable for one Common Share at a purchase price of $4.80 per Common Share.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, plus (ii) 105,470 Warrants issuable upon the exercise of the Warrants held by the Reporting Persons (defined below).

 

(3) The number of Warrants beneficially owned by the Reporting Persons (defined below) are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

(1) Includes (a) 1,643,500 Common Shares and (b) 105,470 Class A Warrants, with each Class A Warrant exercisable for one Common Share at a purchase price of $4.80 per Common Share.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, plus (ii) 105,470 Warrants issuable upon the exercise of the Warrants held by the Reporting Persons (defined below).

 

(3) The number of Warrants beneficially owned by the Reporting Persons (defined below) are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

(1) Includes (a) 1,643,500 Common Shares and (b) 105,470 Class A Warrants, with each Class A Warrant exercisable for one Common Share at a purchase price of $4.80 per Common Share.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, plus (ii) 105,470 Warrants issuable upon the exercise of the Warrants held by the Reporting Persons (defined below).

 

(3) The number of Warrants beneficially owned by the Reporting Persons (defined below) are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

(1) Includes (a) 1,643,500 Common Shares and (b) 105,470 Class A Warrants, with each Class A Warrant exercisable for one Common Share at a purchase price of $4.80 per Common Share.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, plus (ii) 105,470 Warrants issuable upon the exercise of the Warrants held by the Reporting Persons (defined below).

 

(3) The number of Warrants beneficially owned by the Reporting Persons (defined below) are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

(1) Includes (a) 1,643,500 Common Shares and (b) 105,470 Class A Warrants, with each Class A Warrant exercisable for one Common Share at a purchase price of $4.80 per Common Share.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, plus (ii) 105,470 Warrants issuable upon the exercise of the Warrants held by the Reporting Persons (defined below).

 

(3) The number of Warrants beneficially owned by the Reporting Persons (defined below) are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

(1) Includes (a) 1,643,500 Common Shares and (b) 105,470 Class A Warrants, with each Class A Warrant exercisable for one Common Share at a purchase price of $4.80 per Common Share.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, plus (ii) 105,470 Warrants issuable upon the exercise of the Warrants held by the Reporting Persons (defined below).

 

(3) The number of Warrants beneficially owned by the Reporting Persons (defined below) are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

(1) Includes (a) 1,643,500 Common Shares and (b) 105,470 Class A Warrants, with each Class A Warrant exercisable for one Common Share at a purchase price of $4.80 per Common Share.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, plus (ii) 105,470 Warrants issuable upon the exercise of the Warrants held by the Reporting Persons (defined below).

 

(3) The number of Warrants beneficially owned by the Reporting Persons (defined below) are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D jointly filed by (i) Lumira Capital II, L.P., formed in Ontario, Canada (ii) Lumira Capital II (International), L.P., formed in Ontario, Canada , (iii) Lumira Capital GP, L.P., formed in Ontario, Canada, (iv) Lumira GP Inc., formed in Canada, (v) Lumira GP Holdings Co., formed in Nova Scotia, Canada (vi) Lumira Capital Investment Management Inc., formed in Ontario, Canada, (vii) Peter van der Velden, an individual and a Canadian citizen, (viii) Benjamin Rovinski, an individual and a Canadian citizen, (ix) Daniel Hetu, an individual and a Canadian citizen,  (x) Gerald Brunk, an individual and a United States citizen and (xi) Vasco Larcina, an individual and a Canadian citizen (collectively, the “Reporting Persons”) on June 17, 2019 as amended by Amendment No. 1 and No. 2 filed by the Reporting Persons on August 19, 2019 and January 16, 2020, respectively (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. 3, the Schedule 13D remains in full force and effect.

The purpose of this Amendment No. 3 is to report a decrease in the Reporting Persons’ beneficial ownership of Common Shares as a result of the disposition of Common Shares from January 9^th to 12^th, 2023, as described in this Amendment No. 3.

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.

 

 

This Schedule 13D is filed by the Reporting Persons. Lumira Capital GP, L.P., the general partners of which are Lumira GP Inc. and Lumira GP Holdings Co., is the general partner of Lumira Capital II, L.P. and Lumira Capital II (International), L.P., and each of Lumira Capital II, L.P. and Lumira Capital II (International), L.P. is managed by Lumira Capital Investment Management Inc.  Each of Mr. van der Velden, Mr. Rovinski, Mr. Hetu, Mr. Brunk and Mr. Larcina are executive officers of Lumira Capital Investment Management Inc. and Mr. van der Velden, Mr. Rovinski, Mr. Hetu and Mr. Brunk are each directors of Lumira Capital Investment Management Inc.  The foregoing individuals collectively make investment decisions with respect to the securities held by each of  Lumira Capital II, L.P. and Lumira Capital II (International), L.P.  The principal address of the Reporting Persons is 141 Adelaide Street West, Suite 770, Toronto, Canada M5H 3L5.

 

The Reporting Persons are venture capital investors that provide capital to early, clinical and revenue stage companies that are both privately held and publicly traded in the biotechnology, medical technologies, digital health and consumer healthcare sectors.

 

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.

 

 

This Amendment No. 3 does not amend the information previously provided in response to this Item 3.

 

This Amendment No. 3 does not amend the information previously provided in response to this Item 4.

 

 

(a)-(b)

 

Number of Common Shares beneficially owned:

 

Percent of class:

 

The percentage ownership was calculated based on a total of (i) 19,353,351 Common Shares issued and outstanding as of December 14, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on December 16, 2022, and (ii) the number of Warrants issuable upon the exercise of the Warrants held by the Reporting Person (as disclosed in footnote 2 of each Reporting Person’s cover page).

 

Number of shares as to which such person has:

 

(c) The Reporting Persons have effected the following transactions with respect to the Common Shares of the Issuer during the past 60 days.

 

On January 9, 2023, 132,845 Common Shares and 12,284 Common Shares were sold by LCII LP and LCII INT LP, respectively, at a price of US$2.6621 per Common Share

 

On January 10, 2023, 139,450 Common Shares and 12,895 Common Shares were sold by LCII LP and LCII INT LP, respectively, at a price of US$2.6346 per Common Share.

 

On January 11, 2023, 93,364 Common Shares and 8,633 Common Shares were sold by LCII LP and LCII INT LP, respectively, at a price of US$2.5544 per Common Share.

 

On January 12, 2023, 27,379 Common Shares and 2,532 Common Shares were sold by LCII LP and LCII INT LP, respectively, at a price of US$2.5031 per Common Share.

 

(d)-(e) Not applicable.

 

This Amendment No. 3 does not amend the information previously provided in response to this Item 6.

 

 

This Amendment No. 3 does not amend the information previously provided in response to this Item 7.

 

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.

 

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