British
Columbia, Canada
|
|
N/A
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
|
100
Spy Court
|
|
|
Markham,
Ontario, Canada
|
|
L3R
5H6
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Title of each class
|
|
Trading Symbol
|
|
Name of exchange on which registered
|
Common
Shares, without par value
|
|
EDSA
|
|
The
Nasdaq Stock Market LLC
|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☒
|
Smaller
reporting company
|
☒
|
|
Emerging
growth company
|
☒
|
3
|
|
|
|
3
|
|
|
|
3
|
|
|
|
4
|
|
|
|
5
|
|
|
|
6
|
|
|
|
7
|
|
|
|
18
|
|
|
|
21
|
|
|
|
21
|
|
|
|
22
|
|
|
|
22
|
|
|
|
22
|
|
|
|
22
|
|
|
|
22
|
|
|
|
22
|
|
|
|
22
|
|
|
|
23
|
|
Three Months
Ended
|
|
|
December
31,
2020
|
December
31,
2019
|
|
|
|
Revenues:
|
|
|
Product
sales
|
$-
|
$107,800
|
|
|
|
Expenses:
|
|
|
Cost
of sales
|
-
|
3,778
|
Research
and development
|
1,379,654
|
527,998
|
General
and administrative
|
1,234,148
|
681,706
|
|
|
|
|
2,613,802
|
1,213,482
|
|
|
|
Loss from Operations
|
(2,613,802)
|
(1,105,682)
|
|
|
|
Other Income (Loss):
|
|
|
Interest
income
|
922
|
14,192
|
Foreign
exchange loss
|
(24,732)
|
(2,043)
|
|
|
|
|
(23,810)
|
12,149
|
|
|
|
Loss before income taxes
|
(2,637,612)
|
(1,093,533)
|
|
|
|
Income
tax expense
|
-
|
800
|
|
|
|
Net Loss
|
(2,637,612)
|
(1,094,333)
|
|
|
|
Exchange
differences on translation
|
103,427
|
18,114
|
|
|
|
Net Comprehensive Loss
|
$(2,534,185)
|
$(1,076,219)
|
|
|
|
Weighted
average number of common shares
|
10,277,750
|
7,504,468
|
|
|
|
Loss
per common share - basic and diluted
|
$(0.26)
|
$(0.15)
|
|
Three Months
Ended
|
|
|
December
31,
2020
|
December
31,
2019
|
|
|
|
Cash Flows From Operating Activities:
|
|
|
Net
loss
|
$(2,637,612)
|
$(1,094,333)
|
Adjustments
for:
|
|
|
Depreciation
and amortization
|
28,843
|
2,403
|
Share-based
compensation
|
722,909
|
8,775
|
Change
in working capital items:
|
|
|
Accounts
and other receivable
|
(75,127)
|
108,882
|
Prepaid
expenses and other current assets
|
(377,308)
|
9,263
|
Accounts
payable and accrued liabilities
|
(672,234)
|
175,298
|
|
|
|
Net
cash used in operating activities
|
(3,010,529)
|
(789,712)
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
Proceeds
on sales of property and equipment
|
-
|
22,497
|
Purchase
of property and equipment
|
(1,135)
|
-
|
Purchase
of short-term investments
|
-
|
(499,790)
|
|
|
|
Net
cash used in investing activities
|
(1,135)
|
(477,293)
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
Proceeds
from issuance of common shares
|
1,026,528
|
-
|
Proceeds
from issuance of common shares subscribed
|
-
|
45,000
|
Proceeds
from exercise of warrants
|
995,038
|
-
|
Payments
for issuance costs of common shares
|
(41,940)
|
-
|
Proceeds
from borrowings
|
15,346
|
-
|
|
|
|
Net
cash provided by financing activities
|
1,994,972
|
45,000
|
|
|
|
Effect
of exchange rate changes on cash and cash equivalents
|
108,290
|
18,472
|
|
|
|
Net
change in cash and cash equivalents
|
(908,402)
|
(1,203,533)
|
Cash
and cash equivalents, beginning of period
|
7,213,695
|
5,030,583
|
|
|
|
Cash and cash equivalents, end of period
|
$6,305,293
|
$3,827,050
|
|
|
|
Supplemental Disclosure of Non-cash Financing
Activities:
|
|
|
Preferred
shares converted from temporary equity to common
shares
|
$1,118,353
|
-
|
|
Shares
#
|
Common
Shares
|
Common
Shares Subscribed
|
Additional
Paid-in Capital
|
Accumulated
Other Comprehensive Loss
|
Accumulated
Deficit
|
Total
Shareholders' Equity
|
Balance -
September 30, 2020
|
9,615,119
|
$18,500,853
|
$-
|
$1,550,480
|
$(287,204)
|
$(13,132,954)
|
6,631,175
|
|
|
|
|
|
|
|
|
Issuance of common shares in equity
offering
|
169,753
|
1,026,528
|
-
|
-
|
-
|
-
|
1,026,528
|
Issuance costs
|
-
|
(60,983)
|
-
|
-
|
-
|
-
|
(60,983)
|
Issuance of common shares upon
exercise of warrants
|
243,369
|
1,111,708
|
-
|
(116,670)
|
-
|
-
|
995,038
|
Issuance of common
shares upon conversion of preferred shares
|
494,846
|
1,118,353
|
|
|
|
|
1,118,353
|
Preferred return on convertible
preferred shares
|
-
|
-
|
-
|
-
|
-
|
(13,611)
|
(13,611)
|
Share-based
compensation
|
-
|
-
|
-
|
722,909
|
-
|
-
|
722,909
|
Net loss and comprehensive
loss
|
-
|
-
|
-
|
-
|
103,427
|
(2,637,612)
|
(2,534,185)
|
|
|
|
|
|
|
|
|
Balance -
December 31, 2020
|
10,523,087
|
$21,696,459
|
$-
|
$2,156,719
|
$(183,777)
|
$(15,784,177)
|
$7,885,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance -
September 30, 2019
|
7,504,468
|
$12,005,051
|
$-
|
$327,768
|
$(342,074)
|
$(6,734,615)
|
$5,256,130
|
|
|
|
|
|
|
|
|
Common shares
subscribed
|
-
|
-
|
45,000
|
-
|
-
|
-
|
45,000
|
Share-based
compensation
|
-
|
-
|
-
|
8,775
|
-
|
-
|
8,775
|
Net loss and comprehensive
loss
|
-
|
-
|
-
|
-
|
18,114
|
(1,094,333)
|
(1,076,219)
|
|
|
|
|
|
|
|
|
Balance -
December 31, 2019
|
7,504,468
|
$12,005,051
|
$45,000
|
$336,543
|
$(323,960)
|
$(7,828,948)
|
$4,233,686
|
|
December
31,
2020
|
September
30,
2020
|
|
|
|
Computer
equipment
|
$36,376
|
$34,651
|
Furniture
and equipment
|
5,972
|
5,694
|
|
|
|
|
42,348
|
40,345
|
Less:
accumulated depreciation
|
(27,560)
|
(25,530)
|
|
|
|
Total
property and equipment, net
|
$14,788
|
$14,815
|
|
December
31,
2020
|
September
30,
2020
|
|
|
|
The
Constructs
|
$2,529,483
|
$2,529,483
|
|
|
|
Less:
accumulated amortization
|
(71,240)
|
(45,947)
|
|
|
|
Total
intangible assets, net
|
$2,458,243
|
$2,483,536
|
Year Ending
|
|
September
30, 2021
|
$75,879
|
September
30, 2022
|
101,172
|
September
30, 2023
|
101,172
|
September
30, 2024
|
101,172
|
September
30, 2025
|
101,172
|
Thereafter
|
1,977,676
|
|
|
|
$2,458,243
|
|
Statements
of Operations Caption
|
Quarter
Ended
December
31,
2020
|
Operating
lease cost
|
General
and administrative
|
$19,688
|
|
December
31,
2020
|
Remaining
lease term (months):
|
24
|
Estimated
incremental borrowing rate:
|
6.5%
|
Year Ending
|
|
September
30, 2021
|
$62,081
|
September
30, 2022
|
82,732
|
September
30, 2023
|
20,683
|
|
|
Total
lease payment
|
165,464
|
Less
imputed interest
|
10,696
|
|
|
Present
value of lease liabilities
|
154,768
|
Less
current installments
|
74,877
|
|
|
Long-term
lease liabilities excluding current installments
|
$79,923
|
|
Statements
of Cash Flows Caption
|
Quarter
Ended
December
31,
2020
|
Cash
paid for amounts included in the measurement of lease
liabilities
|
Accounts
payable and accrued liabilities
|
$19,689
|
Year Ending
|
|
September
30, 2021
|
$4,128,000
|
September
30, 2022
|
2,574,000
|
September
30, 2023
|
28,000
|
September
30, 2024
|
25,000
|
|
|
|
$6,755,000
|
|
Series
A-1 Convertible Preferred Shares (#)
|
Series
A-1 Convertible Preferred Shares
|
Balance
– September 30, 2019
|
-
|
$-
|
|
|
|
Issuance
of convertible preferred shares
|
250
|
$2,500,000
|
Convertible
preferred share issuance costs
|
-
|
(57,154)
|
Preferred
return on convertible preferred shares
|
-
|
34,109
|
|
|
|
Balance
– September 30, 2020
|
250
|
$2,476,955
|
|
|
|
Preferred
return on convertible preferred shares
|
-
|
13,611
|
Preferred
Shares converted
|
(110)
|
(1,118,353)
|
|
|
|
Balance
–December 31, 2020
|
140
|
$1,372,213
|
|
Number of Warrant
Shares (#)
|
Weighted Average
Exercise Price
|
Balance
– September 30, 2019
|
48,914
|
$11.19
|
|
|
|
Issued
|
1,705,758
|
$4.47
|
Exercised
|
(761,951)
|
4.31
|
|
|
|
Balance
– September 30, 2020
|
992,721
|
$4.92
|
|
|
|
Exercised
|
(243,369)
|
$4.09
|
|
|
|
Balance
– December 31, 2020
|
749,352
|
$5.19
|
Number of Warrant
(#)
|
Exercise
Prices
|
Expiry
Dates
|
28,124
|
$15.90
|
May
2023
|
701,966
|
$4.80
|
July
2023
|
7,484
|
$4.81
|
June
2024
|
11,778
|
$3.20
|
January
2025
|
749,352
|
|
|
|
Number of Options
(#)
|
Weighted Average
Exercise Price
|
Balance
– September 30, 2019
|
319,645
|
$3.39
|
|
|
|
Granted
|
366,365
|
3.35
|
Exercised
|
(4,450)
|
2.60
|
Forfeited
|
(5,790)
|
2.73
|
Expired
|
(333)
|
145.20
|
|
|
|
Balance
– September 30, 2020
|
675,437
|
$3.30
|
|
|
|
Granted
|
430,000
|
7.44
|
Expired
|
(238)
|
-
|
|
|
|
Balance
– December 31, 2020
|
1,105,199
|
$4.77
|
Number of Options
(#)
|
Exercisable
at
December 31, 2020
(#)
|
Range of
Exercise Prices
|
Expiry
Dates
|
214
|
214
|
C$638.40
|
Nov
2021
|
238
|
238
|
$304.08
|
Dec
2022
|
3,499
|
3,499
|
$35.28 - 93.24
|
Sep 2023-Mar
2025
|
311,883
|
304,323
|
C$2.16
|
Aug 2027-Dec
2028
|
345,365
|
178,239
|
$3.16
|
Feb
2030
|
14,000
|
776
|
$8.07
|
Sep
2030
|
430,000
|
35,847
|
$7.44
|
Oct
2030
|
1,105,199
|
523,136
|
|
|
|
Three Months
Ended
|
|
December
31,
2020
|
|
|
Risk free interest
rate
|
0.31%
|
Expected
life
|
5
years
|
Expected share
price volatility
|
97.28%
|
Expected dividend
yield
|
0.00%
|
|
Number
of Common Shares (#)
|
Common
Shares
|
Balance
– September 30, 2019
|
7,504,468
|
$12,005,051
|
|
|
|
Common
shares issued
|
1,354,691
|
$3,070,358
|
Common
shares issued upon exercise of warrants
|
751,510
|
3,754,265
|
Common
shares issued upon exercise of share options
|
4,450
|
20,935
|
Share
issuance costs
|
-
|
(349,756)
|
|
|
|
Balance
– September 30, 2020
|
9,615,119
|
$18,500,853
|
|
|
|
Common
shares issued
|
169,753
|
$1,026,528
|
Common
shares issued upon exercise of warrants
|
243,369
|
1,111,708
|
Common
shared issued upon conversion of preferred shares
|
494,846
|
1,118,353
|
Share
issuance costs
|
-
|
(60,983)
|
|
|
|
Balance
– December 31, 2020
|
10,523,087
|
$21,696,459
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1+
|
|
Strategic
Innovation Fund Agreement among Edesa Biotech Research, Inc., Edesa
Biotech, Inc., and her Majesty the Queen in right of Canada as
represented by the Minister of Industry, dated February 2, 2021
(included as Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed on February 2, 2021, and incorporated herein by
reference).
|
|
|
|
|
Certification
of the Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
|
|
Certification
of the Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed
herewith).
|
|
|
|
|
|
Certification
of the Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (furnished
herewith).
|
|
|
|
|
|
Certification
of the Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (furnished
herewith).
|
|
|
|
|
101.INS
|
|
XBRL
Instance Document
|
|
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL
Taxonomy Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL
Taxonomy Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL
Taxonomy Presentation Linkbase Document
|
Date:
February 16, 2021
|
EDESA BIOTECH, INC.
|
|
|
|
/s/
Kathi Niffenegger
|
|
Kathi
Niffenegger
|
|
Chief
Financial Officer
|
|
(Principal
Financial Officer and Duly Authorized Officer)
|
Date:
February 16, 2021
|
By:
|
/s/
Pardeep Nijhawan
|
|
|
Pardeep
Nijhawan
Director,
Chief Executive Officer and Corporate Secretary
(Principal
Executive Officer)
|
Date:
February 16, 2021
|
By:
|
/s/
Kathi Niffenegger
|
|
|
Kathi
Niffenegger
Chief
Financial Officer
(Principal
Financial Officer)
|
Date: February 16,
2021
|
By: /s/
Pardeep Nijhawan
|
|
Pardeep
Nijhawan
|
|
Director, Chief
Executive Officer and Corporate Secretary
|
|
(Principal
Executive Officer)
|
Date: February 16,
2021
|
By: /s/
Kathi Niffenegger
|
|
Kathi
Niffenegger
|
|
Chief Financial
Officer
|
|
(Principal
Financial Officer)
|