Item 1.01 Entry into a Material Definitive Agreement.
On November 2, 2022, Edesa Biotech, Inc. (the "Company") entered into
Subscription Agreements with certain non-U.S. investors ( the "Non-U.S.
Subscription Agreements") and Subscription Agreements with certain United States
resident investors (the "U.S. Subscription Agreements" and together with the
Non-U.S. Subscription Agreements, the "Subscription Agreements") providing for
the issuance and sale by the Company of an aggregate of 2,691,337 (the "Shares")
of the Company's common shares, no par value (the "Common Shares"), (ii) Class A
Warrants to purchase up to an aggregate of 1,345,665 Common Shares (the "Class A
Warrants") and (iii) Class B Warrants to purchase up to an aggregate of
1,345,665 Common Shares (the "Class B Warrants", and together with the Class A
Warrants, the "Warrants"). Each Share was sold together with one-half of a Class
A Warrant to purchase one Common Share and one-half of a Class B Warrant to
purchase one Common Share. The offering was priced "at the market" under Nasdaq
Stock Market rules and the price per Share and accompanying Warrants was $1.125.
The closing of the offering occurred on November 2, 2022. Officers and directors
of the Company purchased an aggregate of $0.5 million of the securities in the
offering.
The Class A Warrants will be exercisable on the date that is the earlier to
occur of 60 days from the closing date of the offering and the date the
Registration Statement (as defined below) is declared effective (the "Initial
Exercise Date") at an exercise price of $1.50 per share and will expire three
years after the Initial Exercise Date. The Class B Warrants will be exercisable
on the Initial Exercise Date at an exercise price of $1.00 per share and will
expire 12 months after the Initial Exercise Date.
The offering was completed by the Company directly with the investors. The
offering resulted in gross proceeds to the Company of approximately $3.0
million, before offering expenses payable by the Company. The Company intends to
use the net proceeds from this offering for the advancement of its clinical
programs, including the completion of its Phase 2b study in allergic contact
dermatitis, working capital and general corporate purposes.
Pursuant to the Subscription Agreements, the Company has agreed to file a
registration statement (the "Registration Statement") covering of the resale of
the Shares and Common Shares issuable upon exercise of the Warrants within 45
days of the closing date of the offering. The Company must use best efforts to
cause the Registration Statement become effective within 75 days following the
closing date of the offering.
The Subscription Agreements contain customary representations, warranties and
agreements of the Company and the investors and customary indemnification rights
and obligations of the parties.
The foregoing descriptions of the Subscription Agreements, the Class A Warrants
and the Class B Warrants are not complete and are qualified in their entireties
by reference to the full texts of the form of Non-U.S. Subscription Agreement,
form of U.S. Subscription Agreement, form of Class A Warrant and form of Class B
Warrant, copies of which are filed herewith as Exhibit 10.1, Exhibit 10.2,
Exhibit 4.1 and Exhibit 4.2 respectively, to this Current Report on Form 8-K and
are incorporated by reference herein.
On November 3, 2022, the Company also issued a press release announcing the
closing of the offering. A copy of the press release is attached as Exhibit 99.1
hereto.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02. The Shares, Warrants and Common Shares issuable upon
exercise of the Warrants have not been registered under the Securities Act of
1933, as amended (the "Securities Act") and are instead being offered pursuant
to the exemption provided in Section 4(a)(2) under the Securities Act and
Rule 506(b) promulgated thereunder. The Shares, Warrants and Common Shares
issuable upon exercise of the Warrants were offered in a private placement in
Canada to "accredited investors" within the meaning of the Canadian National
Instrument 45-106 - Prospectus Exemptions. The securities issued will be subject
to applicable Canadian hold periods imposed under applicable securities
legislation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
4.1 Form of Class A Warrant
4.2 Form of Class B Warrant
10.1 Form of Non-U.S. Subscription Agreement
10.2 Form of U.S. Subscription Agreement
99.1 Press Release, dated November 3, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses