Amended Current Report Filing (8-k/a)
15 August 2019 - 6:13AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 7,
2019
Edesa Biotech, Inc.
(Exact Name of Registrant as Specified in its Charter)
British Columbia, Canada
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001-37619
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N/A
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100 Spy Court
Markham, Ontario, Canada L3R 5H6
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(Address
of Principal Executive Offices)
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(905)
475-1234
Registrant’s
telephone number, including area code
Stellar Biotechnologies, Inc.
332 E. Scott Street
Port Hueneme, California 93041
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging
growth company
☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☒
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name of
exchange on which registered
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Common
Shares
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EDSA
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The
Nasdaq Capital Market
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Explanatory Note
On
June 10, 2019, Edesa Biotech, Inc., formerly known as
“Stellar Biotechnologies, Inc.” (the
“Company”), filed a Current Report on Form 8-K with the
Securities and Exchange Commission (the “Original Form
8-K”) reporting, among other items, that on June 7, 2019, the
Company completed its business combination with Edesa Biotech Inc.
(“Edesa”). On June 20, 2019, the Company filed
Amendment No. 1 on Form 8-K/A (“Amendment
No. 1”) to amend the Original Form 8-K to disclose under
Item 5.02 the Company’s entry into employment agreements with
each of Dr. Pardeep Nijhawan, the Company’s Chief Executive
Officer, and Michael Brooks, the Company’s President and the
Company’s entry into indemnification agreements with each of
its executive officers and directors. Amendment No. 1 also amended
Item 9.01(d) of the Original Form 8-K to include the employment
agreements and form of indemnification agreement as exhibits to
this Current Report on Form 8-K.
This Amendment
No. 2 on Form 8-K/A (“Amendment No. 2”)
amends the Original Form 8-K, as amended by Amendment
No. 1, to provide (i) the audited financial statements of
Edesa as of and for the years ended December 31, 2018 and 2017,
(ii) the unaudited condensed interim financial statements of Edesa
as of March 31, 2019 and for the three months ended March 31, 2019
and 2018 (iii)
the unaudited Pro Forma Condensed Combined
Financial Statements for the year ended December 31, 2018 and
(iv) the unaudited Pro Forma
Condensed Combined Financial Statements
for the three
months ended March 31, 2019
. Such financial
information was excluded from the Original Form 8-K in reliance on
the instructions to such
Item.
Item 9.01
Financial Statements and
Exh
i
bits.
(d) Exhibits
ExhibitNo.
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Description of Exhibit
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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 to the
Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 8, 2019).
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Certificate
of Amendment to the Restated Certificate of Incorporation of the
Company, dated June 7, 2019.
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Employment
Agreement, dated as of June 7, 2019, by and between the Registrant
and
Kathi
Niffenegger
.
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Employment
Agreement, dated as of June 14, 2019, by and between the Registrant
and
Dr. Pardeep
Nijhawan
.
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Employment
Agreement, dated as of June 14, 2019, by and between the Registrant
and
Michael
Brooks
.
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Form of
Indemnification Agreement, by and between the Company and each of
its directors and executive officers.
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Letter
from Moss Adams, LLP dated June 7, 2019.
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Consent
of MNP LLP, independent registered public accounting firm,
regarding the audited financial statements of Edesa Biotech,
Inc.
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Press
Release dated June 7, 2019.
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Audited
financial statements of Edesa Biotech Inc. as of and for the years
ended December 31, 2018 and 2017.
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Unaudited
condensed interim financial statements of Edesa Biotech Inc. as of
March 31, 2019 and for the three months ended March 31, 2019 and
2018.
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Unaudited
Pro Forma Condensed Combined Financial Statements for the year
ended December 31, 2018 (incorporated by reference to the
Company's Definitive Proxy Statement on Schedule
DEFM14A filed with the Securities and Exchange Commission on April
18, 2019).
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Unaudited
Pro Forma Condensed Combined Financial Statements for the three
months ended March 31, 2019.
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*
Management
contract or compensatory plan or arrangement.
+
Previously
filed as an exhibit to the Original Form 8-K or Amendment No.
1.
SIGNATURE
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.
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EDESA
BIOTECH, INC.
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Date:
August 14,
2019
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By:
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/s/
Kathi
Niffenegger
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Name:
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Kathi
Niffenegger
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Title:
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Chief Financial
Officer
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