Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
____________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
1)*
____________________________
EDESA BIOTECH, INC.
(Name
of Issuer)
Common Shares, no
par value per share
(Title
of Class of Securities)
27966L108
(CUSIP
Number)
Dr. Pardeep Nijhawan
c/o
Edesa Biotech, Inc.
100 Spy Court
Markham, Ontario, L3R 5H6, Canada
(905)
475-1234
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 26, 2019
(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. 27966L108
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Page 2
of 8
Pages
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|||
|
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|||||
|
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)
☐
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||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
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||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Ontario,
Canada
|
||||
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
2,106,769
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,106,769
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,106,769
|
||||
|
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
28.1%
(1)
|
||||
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
CO
|
||||
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
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CUSIP No. 27966L108
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Page 3
of 8
Pages
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|||||
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1
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NAME OF
REPORTING PERSON
The Digestive Health Clinic Inc.
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||||
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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)
OO
|
||||
|
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
|
||||
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NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
224,094
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
224,094
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,094
|
||||
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
||||
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.0%
(1)
|
||||
|
14
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TYPE OF
REPORTING PERSON (see instructions)
CO
|
||||
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
SCHEDULE 13D
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CUSIP No. 27966L108
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Page 4
of 8
Pages
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|||||
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1
|
NAME OF
REPORTING PERSON
Pardeep Nijhawan
|
||||
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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)
OO
|
||||
|
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 OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
537,312
|
|||
|
8
|
SHARED
VOTING POWER
2,330,863
|
||||
|
9
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SOLE
DISPOSITIVE POWER
537,312
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,330,863
|
||||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,868,175
|
||||
|
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
38.2%
(1)
|
||||
|
14
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TYPE OF
REPORTING PERSON (see instructions)
IN
|
||||
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
SCHEDULE 13D
This
Amendment No. 1 (“Amendment No. 1”) 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, and Dr. Pardeep Nijhawan, an individual (collectively, the
“Reporting Persons”) on June 17, 2019 (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. 1, the Schedule 13D
remains in full force and effect.
The
purpose of this Amendment No. 1 is to report an increase in
the Reporting Persons’ beneficial ownership of Common Shares
as a result of the issuance of Common Shares on July 26, 2019
pursuant to the post-closing adjustment contemplated by that
certain Share Exchange Agreement, dated as of March 7, 2019, by and
among the Company, Edesa Biotech Inc. (“Edesa”) and the
shareholders of Edesa (the “Exchange Agreement”), as
described in this Amendment No. 1.
Item 1. Security and Issuer.
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.
Item 2. Identity and Background.
This Schedule 13D is
jointly filed by the Reporting Persons. Dr. Pardeep Nijhawan
is the sole executive
officer and sole director of each of Pardeep Nijhawan
Medicine Professional Corporation and The Digestive Health Clinic
Inc. Dr.
Pardeep
Nijhawan is also the
Chief Executive Officer of the Issuer. The principal address of the
Reporting Persons is 100 Spy
Court, Markham, Ontario, Canada L3R 5H6.
Pardeep Nijhawan
Medicine Professional Corporation is a professional medical
corporation through which Dr. Pardeep Nijhawan operates his medical
practice. The Digestive Health
Clinic Inc. owns and operates specialist medical clinics with
services in gastroenterology, hepatology, internal medicine and
hematology.
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.
Item 3. Source and Amount of Funds or Other
Consideration.
On June 7, 2019, the
Company completed its business combination with Edesa in accordance
with the terms of the Exchange Agreement (the
“Exchange”). Pursuant to the Exchange, Edesa became a
wholly-owned subsidiary of the Company. Dr. Pardeep Nijhawan is the
Chief Executive Officer and Secretary of Edesa and a director of
Edesa, positions he has held since forming the company in 2015, and
each of the Reporting Persons were shareholders of Edesa. Upon the
closing of the transactions contemplated by the Exchange Agreement,
Pardeep Nijhawan Medicine Professional Corporation received
1,988,424 Common Shares of the Issuer, The Digestive Health
Clinic Inc. received 211,506 Common Shares of the Issuer and Dr.
Pardeep Nijhawan received 507,129 Common Shares of the
Issuer.
On July
26, 2019, Pardeep Nijhawan
Medicine Professional Corporation received an additional
118,345 Common Shares of the Issuer, The Digestive Health
Clinic Inc. received an additional 12,588 Common Shares of the
Issuer and Dr. Pardeep Nijhawan received an additional
30,183 Common Shares of the Issuer pursuant to the post-closing
adjustment contemplated by the Exchange Agreement.
Item 4. Purpose of Transaction.
Reference is made
to the disclosure set forth under Item 3 of this Schedule 13D,
which disclosure is incorporated herein by reference.
The Reporting Persons acquired their Common Shares for investment
purposes.
5
SCHEDULE 13D
Except as otherwise described in this Schedule, none of the
Reporting Persons currently has any plans or proposals that relate
to or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of
securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors
or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other
material change in the Issuer’s business or corporate
structure; (g) any changes in the Issuer’s charter or
bylaws or other actions which may impede the acquisition of control
of the Issuer by any person; (h) causing a class of securities
of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association;
(i) causing a class of equity securities of the Issuer to
become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (j) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a)-(b)
Number of Common Shares beneficially owned:
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Pardeep Nijhawan Medicine Professional Corporation
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2,106,769 shares
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The Digestive Health Clinic Inc.
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224,094 shares
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Pardeep Nijhawan
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2,868,175
shares
|
Percent of class:
|
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Pardeep Nijhawan Medicine Professional Corporation
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28.1%
|
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The Digestive Health Clinic Inc.
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3.0%
|
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Pardeep Nijhawan
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38.2%
|
The percentage ownership was calculated based on 7,504,468
Common Shares outstanding as of August 14, 2019.
Number of shares as to which such person has:
(i)
Sole
power to vote or to direct the vote:
|
|
|
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Pardeep Nijhawan Medicine Professional Corporation
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0 shares
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The Digestive Health Clinic Inc.
|
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0 shares
|
|
Pardeep Nijhawan
|
|
537,312
shares
|
(ii)
Shared
power to vote or to direct the vote:
|
|
|
|
|
Pardeep Nijhawan Medicine Professional Corporation
|
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2,106,769 shares
|
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The Digestive Health Clinic Inc.
|
|
224,094 shares
|
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Pardeep Nijhawan
|
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2,330,863
shares
|
(iii)
Sole
power to dispose or to direct the disposition of:
|
|
|
|
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Pardeep Nijhawan Medicine Professional Corporation
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0 shares
|
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The Digestive Health Clinic Inc.
|
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0 shares
|
|
Pardeep Nijhawan
|
|
537,312
shares
|
6
SCHEDULE 13D
(iv)
Shared
power to dispose or to direct the disposition of:
|
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|
|
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Pardeep Nijhawan Medicine Professional Corporation
|
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2,106,769 shares
|
|
The Digestive Health Clinic Inc.
|
|
224,094 shares
|
|
Pardeep Nijhawan
|
|
2,330,863
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.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Reference is made
to the disclosure set forth under Items 3 of this Schedule 13D,
which disclosure is incorporated herein by reference.
Designation of Directors
At the closing of the
transactions contemplated by the Exchange Agreement, in accordance
with the Exchange Agreement, the size of the Issuer’s board
of directors was fixed at seven members and the board of directors
was reconstituted to consist of four members designated by Edesa,
Dr. Pardeep Nijhawan, Sean MacDonald, Paul William Pay and Peter
van der Velden, one designated by Stellar, Frank R. Oakes, and two
“independent” directors, Lorin Johnson and Carlo
Sistilli. The directors shall serve until their respective
successors are duly elected or appointed and qualified or their
earlier death, resignation or removal. In addition, at the closing of the
transactions contemplated by the Exchange Agreement, Frank R. Oakes
resigned as the Issuer’s Chief Executive Officer and Dr.
Pardeep Nijhawan, Edesa’s Chief Executive Officer, was
appointed the Issuer’s Chief Executive Officer and Michael
Brooks, Edesa’s Vice President Corporate Development and
Strategy, was appointed the Issuer’s President. Kathi
Niffenegger, the Issuer’s Chief Financial Officer, remains
the Chief Financial Officer of the Issuer following the
closing.
The
foregoing descriptions of the Exchange Agreement do not purport to
be complete and are qualified in their entirety by reference to
such agreement, which is attached hereto as Exhibit 2 and
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit No.
Description
Joint Filing Agreement,
dated as of August 19, 2019 by and among (i) Pardeep Nijhawan
Medicine Professional Corporation, formed in Ontario, Canada, (ii)
The Digestive Health Clinic Inc., formed in Ontario, Canada, and
Dr. Pardeep Nijhawan, an individual.
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 of the
Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 8, 2019).
7
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.
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PARDEEP NIJHAWAN MEDICINE PROFESSIONAL CORPORATION
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Date: August 19, 2019
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By:
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/s/ Pardeep Nijhawan
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Name:
|
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Pardeep Nijhawan
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Title:
|
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Chief Executive Officer
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THE DIGESTIVE HEALTH CLINIC INC.
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Date: August 19, 2019
|
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By:
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/s/ Pardeep Nijhawan
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Name:
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Pardeep Nijhawan
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Title:
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Chief Executive Officer
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Date: August 19, 2019
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By:
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/s/ Pardeep Nijhawan
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8