Sec Form 13D Filing - 10379085 Canada Inc. @ Edesa Biotech Inc.

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. 2)*

____________________________

EDESA BIOTECH, INC.

(Name of Issuer)

Common Shares, no par value per share

(Title of Class of Securities)

27966L108

(CUSIP Number)

Kris Hanc

c/o Bennett Jones LLP

3400 One First Canadian Place, P.O. Box 130, Toronto, ON, M5X 1A4

(416) 777-7395

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

January 8, 2020

(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				Page 2 of 12 Pages

1	NAME OF REPORTING PERSON 10379085 Canada 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) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ☐ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 690,843 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 690,843 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 690,843 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8% (Based on a total of 8,859,159 Common Shares of the Company outstanding as of January 8, 2020)
14	TYPE OF REPORTING PERSON (see instructions) CO

(1)

These shares are owned directly by 10379085 Canada Inc., which is a wholly owned subsidiary of PCRI Inc.

CUSIP No. 27966L108				Page 3 of 12 Pages

1	NAME OF REPORTING PERSON PCRI 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) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ☐ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 690,843 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 690,843 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 690,843 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8% (Based on a total of 8,859,159 Common Shares of the Company outstanding as of January 8, 2020)
14	TYPE OF REPORTING PERSON (see instructions) CO

(1)

These shares are owned directly by 10379085 Canada Inc., which is a wholly owned subsidiary of PCRI Inc.

CUSIP No. 27966L108				Page 4 of 12 Pages

1	NAME OF REPORTING PERSON Morris Goodman
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 Canada
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 690,843 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 690,843 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 690,843 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8% (Based on a total of 8,859,159 Common Shares of the Company outstanding as of January 8, 2020)
14	TYPE OF REPORTING PERSON (see instructions) IN

(1)

These shares are owned directly by 10379085 Canada Inc., which is a wholly owned subsidiary of PCRI Inc.

CUSIP No. 27966L108				Page 5 of 12 Pages

1	NAME OF REPORTING PERSON David Goodman
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 Canada
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 690,843 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 690,843 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 690,843 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8% (Based on a total of 8,859,159 Common Shares of the Company outstanding as of January 8, 2020)
14	TYPE OF REPORTING PERSON (see instructions) IN

(1)

These shares are owned directly by 10379085 Canada Inc., which is a wholly owned subsidiary of PCRI Inc.

CUSIP No. 27966L108				Page 6 of 12 Pages

1	NAME OF REPORTING PERSON Gregory Orleski
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 Canada
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 690,843 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 690,843 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 690,843 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8% (Based on a total of 8,859,159 Common Shares of the Company outstanding as of January 8, 2020)
14	TYPE OF REPORTING PERSON (see instructions) IN

(1)

These shares are owned directly by 10379085 Canada Inc., which is a wholly owned subsidiary of PCRI Inc.

CUSIP No. 27966L108				Page 7 of 12 Pages

1	NAME OF REPORTING PERSON Sonia Girolamo
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 Canada
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 690,843 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 690,843 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 690,843 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8% (Based on a total of 8,859,159 Common Shares of the Company outstanding as of January 8, 2020)
14	TYPE OF REPORTING PERSON (see instructions) IN

(1)

These shares are owned directly by 10379085 Canada Inc., which is a wholly owned subsidiary of PCRI Inc.

CUSIP No. 27966L108				Page 8 of 12 Pages

1	NAME OF REPORTING PERSON Jean-Guy Goulet
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 Canada
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 690,843 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 690,843 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 690,843 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8% (Based on a total of 8,859,159 Common Shares of the Company outstanding as of January 8, 2020)
14	TYPE OF REPORTING PERSON (see instructions) IN

(1)

These shares are owned directly by 10379085 Canada Inc., which is a wholly owned subsidiary of PCRI Inc.

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D jointly filed by (i) 10379085 Canada Inc., (ii) PCRI Inc, (iii) Morris Goodman, an individual, (iv) David Goodman, an individual, (v) Gregory Orleski, an individual, (vi) Sonia Girolamo, an individual, and (vii) Jean-Guy Goulet, an individual (collectively, the “Reporting Persons”) on June 25, 2019, as amended by Amendment No. 1 filed by the Reporting Persons on September 10, 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. 2, the Schedule 13D remains in full force and effect.

The purpose of this Amendment No. 2 is to report an increase in the Reporting Persons’ beneficial ownership of Common Shares as a result of the purchase of Common Shares on January 8, 2020, as described in this Amendment No. 2.

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. 10379085 Canada Inc. is a wholly owned subsidiary of PCRI Inc. The principal address of the Reporting Persons is 100-6111 vie. Royalmount Ave., Montreal, Quebec, Canada, H4P 2T4.

Both 10379085 Canada Inc. and PCRI are holding corporations. Morris Goodman, David Goodman, Gregory Orleski and Sonia Girolamo are each officers and directors of PCRI Inc. and 10379085 Canada Inc. and Jean-Guy Goulet is a director of 10379085 Canada Inc. The foregoing individuals collectively make investment decisions with respect to the securities held by 10379085 Canada Inc.

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.

Item 3 is hereby supplemented as follows:

On January 6, 2020, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain United States resident investors and Subscription Agreements (the “Subscription Agreements”) with certain non-U.S. investors, including 10379085 Canada Inc., providing for the issuance and sale by the Company of Common Shares in a registered direct offering (the “Offering”). In a concurrent private placement (the “Private Placement”), the Company agreed to sell to such investors (i) Class A Purchase Warrants to purchase 0.75 of a Common Share for each Common Share purchased in the Offering (the “Class A Purchase Warrants”) and (ii) Class B Purchase Warrants to purchase 0.50 of a Common Share for each Common Share purchased in the offering (the “Class B Purchase Warrants,” and together with the Class A Purchase Warrants, the “Purchase Warrants”). 10379085 Canada Inc. purchased 15,625 Common Shares in the Offering at a purchase price of $3.20 and also received 11,719 Class A Warrants and 7,813 Class B Warrants.

The Class A Purchase Warrants will be exercisable at any time on or after July 8, 2020 (the “Class A Purchase Warrant Initial Exercise Date”), at an exercise price of $4.80 per share and will expire on the third anniversary of the Class A Purchase Warrant Initial Exercise Date. The Class B Purchase Warrants will be exercisable at any time on or after July 8, 2020 (the “Class B Purchase Warrant Initial Exercise Date”), at an exercise price of $4.00 per share and will expire on the four month anniversary of the Class B Purchase Warrant Initial Exercise Date. The exercise price and number of Common Shares issuable upon the exercise of the Purchase Warrants will be subject to adjustment in the event of any share dividends and splits, reverse share split, recapitalization, reorganization or similar transaction, as described in the Purchase Warrants. None of the Common Shares underlying the Purchase Warrants are included in the Common Shares deemed to be beneficially owned by the Reporting Persons as reported in this Amendment No. 2 as such Reporting Persons do not have the right to acquire the shares within sixty days of the filing date of this Amendment No. 2.

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 securities in the Issuer for investment purposes.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending on various factors, including, without limitation, the Issuer’s financial position, the price of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, in the future, take such actions with respect to their shares of the Issuer’s capital stock as they deem appropriate, including, without limitation: purchasing additional Common Shares; selling Common Shares; taking any action to change the composition of the Issuer’s board of directors; taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) below in this Item 4.

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:


10379085 Canada Inc.		690,843 shares
PCRI, Inc.		690,843 shares
Morris Goodman		690,843 shares
David Goodman		690,843 shares
Gregory Orleski		690,843 shares
Sonia Girolamo		690,843 shares
Jean-Guy Goulet		690,843 shares

Percent of class:


10379085 Canada Inc.		7.8%
PCRI, Inc.		7.8%
Morris Goodman		7.8%
David Goodman		7.8%
Gregory Orleski		7.8%
Sonia Girolamo		7.8%
Jean-Guy Goulet		7.8%

The percentage ownership was calculated based on a total of 8,859,159 Common Shares of the Company outstanding as of January 8, 2020.

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

10379085 Canada Inc.		0 shares
PCRI, Inc.		0 shares
Morris Goodman		0 shares
David Goodman		0 shares
Gregory Orleski		0 shares
Sonia Girolamo		0 shares
Jean-Guy Goulet		0 shares

(ii)

Shared power to vote or to direct the vote:


10379085 Canada Inc.		690,843 shares
PCRI, Inc.		690,843 shares
Morris Goodman		690,843 shares
David Goodman		690,843 shares
Gregory Orleski		690,843 shares
Sonia Girolamo		690,843 shares
Jean-Guy Goulet		690,843 shares

(iii) Sole power to dispose or to direct the disposition of:


10379085 Canada Inc.		0 shares
PCRI, Inc.		0 shares
Morris Goodman		0 shares
David Goodman		0 shares
Gregory Orleski		0 shares
Sonia Girolamo		0 shares
Jean-Guy Goulet		0 shares

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

10379085 Canada Inc.		690,843 shares
PCRI, Inc.		690,843 shares
Morris Goodman		690,843 shares
David Goodman		690,843 shares
Gregory Orleski		690,843 shares
Sonia Girolamo		690,843 shares
Jean-Guy Goulet		690,843 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.

This Amendment No. 2 does not amend the information previously provided in response to this Item 6.

Item 7. Material to be Filed as Exhibits.

This Amendment No. 2 does not amend the information previously provided in response to this Item 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.

	10379085 Canada Inc.

Date: January 22, 2020	By:	/s/ Gregory Orleski
		Gregory Orleski

	PCRI Inc.

	By:	/s/ Gregory Orleski
		Gregory Orleski

	By:	/s/ Morris Goodman
		Morris Goodman

	By:	/s/ David Goodman
		David Goodman

	By:	/s/ Gregory Orleski
		Gregory Orleski

	By:	/s/ Sonia Girolamo
		Sonia Girolamo

	By:	/s/ Jean-Guy Goulet
		Jean-Guy Goulet

Sec Form 13D Filing - 10379085 Canada Inc. filing for Edesa Biotech Inc. (EDSA) - 2020-01-22