Current Report Filing (8-k)
25 Oktober 2019 - 10:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 22,
2019
Edesa Biotech, Inc.
(Exact Name of Registrant as Specified in its Charter)
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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
N/A
(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:
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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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Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 22, 2019, Edesa Biotech, Inc. (the “Company”)
received written consents from shareholders holding an aggregate of
5,122,379 of the Company’s outstanding common shares,
representing 68.3% of the Company’s 7,504,468 outstanding
common shares, approving the Company’s 2019 Equity Incentive
Compensation Plan (the “2019 Plan”). The 2019 Plan was
previously approved and recommended for shareholder approval by the
Company’s Board of Directors on October 16, 2019 and amends
and restates the Company’s 2017 Incentive Compensation Plan
(the “Old Plan”). Adoption
of the 2019 Plan required approval of the Company’s Board of
Directors (“Board”) and the affirmative vote of
shareholders representing a majority of the Company’s
outstanding voting securities.
Following the approval of the 2019 Plan, the number of common
shares available for issuance under the 2019 Plan is 800,000
shares, plus any shares remaining available for delivery
under the Old Plan. Under
the 2019 Plan, the Company is authorized to grant options, restricted shares and
restricted share units (RSUs) to any of its officers, directors,
employees, and consultants and those of its subsidiaries and other
designated affiliates.
The
2019 Plan is to be administered by the Compensation Committee of
the Board (the “Committee”), except to the extent (and
subject to the limitations set forth in the 2019 Plan) the Board
elects to administer the 2019 Plan, in which case the 2019 Plan
shall be administered by only those members of the Board who are
“independent” members of the Board.
This
summary is qualified in its entirety by the full text of the 2019
Plan, which is filed herewith as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by
reference.
Item
5.07
Submission
of Matters to a Vote of Security Holders.
The
information set forth in Item 5.02 is incorporated by
reference into this Item 5.07
Item
9.01
Financial Statements and Exh
ibits.
(d) Exhibits
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Exhibit No.
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Description
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2019 Equity Incentive Compensation Plan.
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*Management contract or compensatory plan or
arrangement.
SIGNATURES
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:
October 25, 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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