Pardeep Nijhawan Acquires Beneficial Ownership of Additional Securities of Edesa Biotech, Inc.
MARKHAM, ON, May 11, 2020 /CNW/ - Dr. Pardeep Nijhawan ("Dr. Nijhawan") announces that his beneficial ownership of securities of Edesa Biotech, Inc. ("Edesa") has increased, such that the aggregate number of common shares in the capital of Edesa ("Common Shares") over which he exercises control or direction has increased by more than 2% of the issued and outstanding Common Shares from the amount reported in his previous early warning report dated June 10, 2019 (the "Previous Report").
The requirement to file this press release and corresponding early warning report dated May 11, 2020 (the "Report") was triggered on May 9, 2020, as a result of warrants to purchase Common Shares ("Warrants") held beneficially by Dr. Nijhawan becoming exercisable within 60 days (the "Trigger Event"). The Trigger Event, when combined with previous acquisitions by Dr. Nijhawan of Common Shares that took place on July 26, 2019, January 8, 2020 and March 17, 2020 (collectively, the "Acquisitions"), and the vesting of options of Edesa ("Options") held by Dr. Nijhawan (the Trigger Event, the Acquisitions and the vesting of Options since the Previous Report, together, the "Transactions"), as further described below, increased the aggregate number of Common Shares over which Dr. Nijhawan exercises control or direction by more than 2% of the issued and outstanding Common Shares from the amount reported in the Previous Report.
Prior to the Transactions, Dr. Nijhawan held, directly or indirectly through Pardeep Nijhawan Medicine Professional Corporation or The Digestive Health Clinic Inc., an aggregate of 16,242,359 Common Shares and 278,111 Options, representing approximately 37.9% of the issued and outstanding Common Shares, as reported in the Previous Report. On June 7, 2019, Edesa effected a one-for-six reverse share split and, as a result, Dr. Nijhawan held approximately 2,707,059 Common Shares and 46,352 Options.
On July 26, 2019, Dr. Nijhawan acquired an additional 161,116 Common Shares (30,183 of which were acquired directly, 118,345 of which were acquired indirectly through Pardeep Nijhawan Medicine Professional Corporation and 12,588 of which were acquired indirectly through The Digestive Health Clinic Inc.) and 2,758 Options held directly, pursuant to a post-closing adjustment in connection with a reverse acquisition that Edesa completed with Edesa Biotech Research, Inc. on June 7, 2019.
On January 8, 2020, pursuant to a non-brokered registered direct offering and concurrent private placement completed by Edesa from treasury (the "Offering"), Dr. Nijhawan acquired an additional 9,255 Common Shares and 11,570 Warrants, consisting of 6,942 Class A Warrants (the "Class A Warrants") and 4,628 Class B Warrants (the "Class B Warrants"). The 9,255 Common Shares and 11,570 Warrants acquired by the Acquirer are indirectly held through Pardeep Nijhawan Medicine Professional Corporation. The Common Shares and Warrants were sold as a unit in the Offering, at a price of US$4.11 per unit (C$5.33 per unit at a rate of US$1.00 = C$1.2970, being the average daily rate of exchange for United States dollars expressed in Canadian dollars on January 6, 2020, being the date the price for the units was determined, as promulgated by the Bank of Canada (the "Offering Exchange Rate")) for total consideration to Edesa of US$38,000.00 (C$49,286.00 calculated with reference to the Offering Exchange Rate).
The Class A Warrants will be exercisable to purchase Common Shares at any time on or after July 8, 2020 at an exercise price of US$4.80 per Common Share, and will expire on July 8, 2023. The Class B Warrants will be exercisable at any time on or after July 8, 2020 at an exercise price of US$4.00 per Common Share and will expire on November 8, 2020. The Class A Warrants and Class B Warrants became exercisable within 60 days on May 9, 2020; therefore, they are included in Dr. Nijhawan's percentage of "beneficial ownership" of Common Shares for purposes of the Report.
On March 17, 2020, Dr. Nijhawan, through the facilities of the Nasdaq Capital Market, acquired an additional 5,000 Common Shares indirectly through Pardeep Nijhawan Medicine Professional Corporation at a price ranging from US$1.828 to US$1.898 per Common Share (C$2.59 to C$2.69 per Common Share at a rate of US$1.00 = C$1.4175 being the average daily rate of exchange for United States dollars expressed in Canadian dollars on March 17, 2020, as promulgated by the Bank of Canada (the "Acquisition Exchange Rate")) for total consideration of US$9,373.10 (C$13,286.37 calculated with reference to the Acquisition Exchange Rate).
In the aggregate, Dr. Nijhawan holds 44,339 Options which are exercisable as at the date of the Report or within 60 days following the date of the Report, and 4,771 Options which are not exercisable as at the date of the Report or within 60 days following the date of the Report. The Options are exercisable at a price of C$2.16 and will vest 1,320 shares monthly through September 2020 and 45 shares monthly through December 2021.
Immediately following the Trigger Event, Dr. Nijhawan holds 2,882,430 Common Shares, 44,339 Options that are exercisable into Common Shares or will be exercisable into Common Shares within 60 days, and 11,570 Warrants that are exercisable into Common Shares or will be exercisable into Common Shares within 60 days, representing approximately 32.54% of the issued and outstanding Common Shares on a non-diluted basis and approximately 32.96% of the issued and outstanding Common Shares of Edesa on a partially-diluted basis. Pursuant to the Transactions, the aggregate number of Common Shares over which Dr. Nijhawan exercises control or direction increased by 2.09% of the issued and outstanding Common Shares from the amount reported in the Previous Report. The ownership percentages described above are based on there being 8,859,159 Common Shares outstanding as of the date of the Report, as disclosed to Dr. Nijhawan by Edesa.
Dr. Nijhawan acquired the Common Shares and Warrants for investment purposes, and the Options were granted by Edesa as a component of compensation. Dr. Nijhawan expects to monitor the business, prospects, financial condition and potential capital requirements of Edesa, and depending on evaluation of these and other factors, Dr. Nijhawan may from time to time in the future increase or decrease his direct or indirect ownership, control or direction over Common Shares or other securities of Edesa through market transactions, private agreements, subscriptions from treasury or otherwise.
Dr. Nijhawan holds 4,771 unvested Options as of the date of the Report that will vest and therefore become exercisable within 60 days in a pro rata proportion on a monthly basis, which will increase Dr. Nijhawan's "beneficial ownership" of Common Shares upon vesting accordingly on a continuing basis, with 1,320 Options vesting monthly through September 2020 and 45 Options vesting monthly through December 2021.
Edesa's head office address is 100 Spy Court, Markham, Ontario, Canada, L3R 5H6.
For further information, including a copy of the corresponding report filed with Canadian securities regulators, please visit www.sedar.com or contact:
Pardeep Nijhawan
100 Spy Court
Markham, ON
L3R 5H6
SOURCE Dr. Pardeep Nijhawan
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