Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

____________________________

 

EDESA BIOTECH, INC.

(Name of Issuer)

 

Common Shares, no par value per share

(Title of Class of Securities)

 

27966L306 (CUSIP Number)

 

Dr. Pardeep Nijhawan

c/o Edesa Biotech, Inc.

100 Spy Court

Markham, Ontario, L3R 5H6, Canada

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 30, 2024

(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. 27966L306		Page 2 of 10 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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   360,585 (1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   360,585 (1)

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   360,585
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   11.0% (2)
14	TYPE OF REPORTING PERSON (see instructions)   CO

 

(1)       (2)

Excludes (i) 326,560 Common Shares underlying warrants which are subject to a 19.99% beneficial ownership blocker as described below in Item 3 and (ii) 432,836 Common Shares underlying Preferred Shares (as defined below) which are subject to a 19.99% beneficial ownership blocker as described below in Item 3.   Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024, and an additional 16,305 Common Shares underlying vested warrants and an additional 2,578 Common Shares underlying Preferred Shares that are deemed outstanding with respect to this Reporting Person.

 

 

 

CUSIP No. 27966L306

Page 3 of 10 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)   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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   32,013
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   32,013

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   32,013
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   1.0% (1)
14	TYPE OF REPORTING PERSON (see instructions)   CO

 

(1)	Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024.

 

 

 

 

CUSIP No. 27966L306

Page 4 of 10 Pages

 

1	NAME OF REPORTING PERSON   1968160 Ontario 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)   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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   53,104
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   53,104

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   53,104
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   1.6% (1)
14	TYPE OF REPORTING PERSON (see instructions)   CO

 

(1)	Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024.

 

 

 

 

CUSIP No. 27966L306

Page 5 of 10 Pages

 

1	NAME OF REPORTING PERSON   The New Nijhawan Family Trust 2015
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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER   48,914
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER    48,914

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   48,914
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   1.5% (1)
14	TYPE OF REPORTING PERSON (see instructions)   OO

 

(1)	Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024 and an additional 16,305 Common Shares underlying vested warrants that are deemed outstanding with respect to this Reporting Person.

 

 

 

 

CUSIP No. 27966L306

Page 6 of 10 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, PF
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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   180,708
	8	SHARED VOTING POWER   494,616 (1)
	9	SOLE DISPOSITIVE POWER   180,708
	10	SHARED DISPOSITIVE POWER   494,616 (1)

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   675,324
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   19.99% (2)
14	TYPE OF REPORTING PERSON (see instructions)   IN

 

(1)	Consists of 360,585 Common Shares beneficially owned by Pardeep Nijhawan Medicine Professional Corporation, 32,013 Common Shares beneficially owned by The Digestive Health Clinic Inc., 53,104 Common Shares beneficially owned by 1968160 Ontario Inc. and 48,914 Common Shares beneficially owned by The New Nijhawan Family Trust 2015. Excludes (i) 326,560 Common Shares underlying warrants held by Pardeep Nijhawan Medicine Professional Corporation which are subject to a 19.99% beneficial ownership blocker as described below in Item 3 and (ii) 432,836 Common Shares underlying Preferred Shares Pardeep Nijhawan Medicine Professional Corporation which are subject to a 19.99% beneficial ownership blocker as described below in Item 3.
(2)	Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024, an additional 48,090 Common Shares underlying vested share options, an additional 47,645 Common Shares underlying vested restricted stock units, an additional 32,610 Common Shares underlying vested warrants and an additional 2,578 Common Shares underlying Preferred Shares that are beneficially owned and deemed outstanding with respect to this Reporting Person.

 

 

 

 

SCHEDULE 13D

 

This Amendment No. 7 (“Amendment No. 7”) 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, (iii) 1968160 Ontario Inc., an Ontario, Canada corporation (iv) The New Nijhawan Family Trust 2015, an Ontario, Canada trust and (v) Dr. Pardeep Nijhawan, an individual on June 17, 2019, as amended by Amendment No. 1 filed on August 19, 2019, as further amended by Amendment No. 2 filed on January 16, 2020, as further amended by Amendment No. 3 filed on September 18, 2020, as further amended by Amendment No. 4 filed on November 8, 2022, as further amended by Amendment No. 5 filed on August 21, 2023, as further amended by Amendment No. 6 filed on January 16, 2024 (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 (the “Company” or the “Issuer”). Except as expressly amended by this Amendment No. 7, the Schedule 13D remains in full force and effect. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

  

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby supplemented as follows:

 

Since the filing of the Schedule 13D/A on January 16, 2024, the Issuer has granted Dr. Pardeep Nijhawan the following restricted stock units, which vested in full upon grant: (i) 2,978 restricted stock units on February 1, 2024, (ii) 2,765 restricted stock units on March 1, 2024, (iii) 3,253 restricted stock units on April 1, 2024, (iv) 3,083 restricted stock units on May 1, 2024, (v) 4,785 restricted stock units on June 3, 2024, (vi) 4,015 restricted stock units on July 2, 2024, (vii) 3,317 restricted stock units on August 1, 2024, (viii) 3,055 restricted stock units on September 3, 2024 and (ix) 3,300 restricted stock units on October 2, 2024.  

 

On March 25, 2024, Pardeep Nijhawan Medicine Professional Corporation purchased 5,000 Common Shares in an open market purchase, at a price per share of $4.00.

 

On October 30, 2024, the Issuer entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Pardeep Nijhawan Medicine Professional Corporation, pursuant to which the Issuer agreed to issue and sell in a private placement, up to $5,000,000 of shares (the “Preferred Shares”) of the Issuer’s newly designated Series A-1 Convertible Preferred Shares, stated value $10,000 per share, each of which is initially convertible into approximately 2,903 Common Shares (the “Conversion Shares”) at a conversion price of $3.445 per Conversion Share, and warrants (the “Warrants”) to purchase Common Shares (the “Warrant Shares”) at an exercise price of $3.445 per Warrant Share. The Preferred Shares and the Warrants were sold together in a fixed combination of one Preferred Share and a Warrant to purchase a number of Common Shares equal to 75% of the underlying Conversion Shares at a combined purchase price of $10,272.13 per Preferred Share and related Warrants. Under the Purchase Agreement, the Reporting Person has purchased 150 Preferred Shares initially convertible into an aggregate of 435,414 Conversion Shares and Warrants to purchase up to an aggregate of 326,560 Warrant Shares for an aggregate purchase price of $1,540,819. The Reporting Person will not have the right to convert any portion of its Preferred Shares if, together with its affiliates, it would beneficially own in excess of 19.99% of the number of Common Shares outstanding immediately after giving effect to such conversion. The Reporting Person will not have the right to exercise any portion of its Warrants if, together with its affiliates, it would beneficially own in excess of 19.99% of the number of Common Shares outstanding immediately after giving effect to such exercise.

 

Item 5. Interest in Securities of the Issuer.

 

(a)-(b)

 

Number of Common Shares beneficially owned:

 

Pardeep Nijhawan Medicine Professional Corporation (1)		360,585 shares
The Digestive Health Clinic Inc.		32,013 shares
1968160 Ontario Inc.		53,104 shares
The New Nijhawan Family Trust 2015 (2)		48,914 shares
Pardeep Nijhawan (3)		675,324 shares

 

 

 

 

SCHEDULE 13D

 

(1)	Includes 16,305 Common Shares underlying vested warrants and 2,578 Common Shares underlying Preferred Shares that are deemed outstanding with respect to this Reporting Person. Excludes (i) 326,560 Common Shares underlying warrants which are subject to a 19.99% beneficial ownership blocker as described below in Item 3 and (ii) 432,836 Common Shares underlying Preferred Shares which are subject to a 19.99% beneficial ownership blocker as described in Item 3.
(2)	Includes 16,305 Common Shares underlying vested warrants that are deemed outstanding with respect to this Reporting Person.
(3)	Includes 84,973 Common Shares, 47,645  Common Shares underlying vested restricted stock units and 48,090  Common Shares underlying vested share options held directly by Dr. Pardeep Nijhawan, 341,702 Common Shares, an additional 32,610  Common Shares underlying vested warrants and 2,578 Common Shares underlying Preferred Shares that are deemed outstanding held by Pardeep Nijhawan Medicine Professional Corporation, 32,013 Common Shares held by The Digestive Health Clinic Inc., 53,104  Common Shares held by 1968160 Ontario Inc., and  32,609  Common Shares and an additional 16,305 Common Shares underlying vested warrants that are deemed outstanding held by The New Nijhawan Family Trust 2015. Excludes (i) 326,560 Common Shares underlying warrants held by Pardeep Nijhawan Medicine Professional Corporation which are subject to a 19.99% beneficial ownership blocker as described below in Item 3 and (ii) 432,836 Common Shares underlying Preferred Shares Pardeep Nijhawan Medicine Professional Corporation which are subject to a 19.99% beneficial ownership blocker as described in Item 3.

 

Percent of class:

 

Pardeep Nijhawan Medicine Professional Corporation (1)			11.0	%
The Digestive Health Clinic Inc. (2)			1.0	%
1968160 Ontario Inc. (2)			1.6	%
The New Nijhawan Family Trust 2015 (3)			1.5	%
Pardeep Nijhawan (4)		19.99		%

 

(1)	Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024, and an additional 16,305 Common Shares underlying vested warrants and an additional 2,578 Common Shares underlying Preferred Shares that are deemed outstanding with respect to this Reporting Person.
(2)	Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024.
(3)	Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024 and an additional 16,305 Common Shares underlying vested warrants that are deemed outstanding with respect to this Reporting Person.
(4)	Based on a total of 3,247,389 Common Shares of the Company outstanding as of October 30, 2024, an additional 48,090 Common Shares underlying vested share options, an additional 47,645 Common Shares underlying vested restricted stock units, an additional 32,610 Common Shares underlying vested warrants and an additional 2,578 Common Shares underlying Preferred Shares that are beneficially owned and 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
1968160 Ontario Inc.		0 shares
The New Nijhawan Family Trust 2015		0 shares
Pardeep Nijhawan		180,708 shares

 

(ii)	Shared power to vote or to direct the vote:

 

Pardeep Nijhawan Medicine Professional Corporation		360,585 shares
The Digestive Health Clinic Inc.		32,013 shares
1968160 Ontario Inc.		53,104 shares
The New Nijhawan Family Trust 2015		48,914 shares
Pardeep Nijhawan		675,324 shares

 

 

 

 

SCHEDULE 13D

 

(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
1968160 Ontario Inc.		0 shares
The New Nijhawan Family Trust 2015		0 shares
Pardeep Nijhawan		180,708 shares

 

(iv)	Shared power to dispose or to direct the disposition of:

 

Pardeep Nijhawan Medicine Professional Corporation		360,585 shares
The Digestive Health Clinic Inc.		32,013 shares
1968160 Ontario Inc.		53,104 shares
The New Nijhawan Family Trust 2015		48,914 shares
Pardeep Nijhawan		675,324 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.

 

 

 

 

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: November 1, 2024		By:	/s/ Pardeep Nijhawan
		Name:	Pardeep Nijhawan
		Title:	Chief Executive Officer
		THE DIGESTIVE HEALTH CLINIC INC.
Date: November 1, 2024		By:	/s/ Pardeep Nijhawan
		Name:	Pardeep Nijhawan
		Title:	Chief Executive Officer
		1968160 ONTARIO INC.
Date: November 1, 2024		By:	/s/ Pardeep Nijhawan
		Name:	Pardeep Nijhawan
		Title:	Chief Executive Officer
		THE NEW NIJHAWAN FAMILY TRUST 2015
Date: November 1, 2024		By:	/s/ Pardeep Nijhawan
		Name:	Pardeep Nijhawan
		Title:	Trustee
		PARDEEP NIJHAWAN
Date: November 1, 2024		/s/ Pardeep Nijhawan

 

 

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