Edesa Biotech, Inc.
For the period ended May 28, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 28, 2025 · Filed Apr 4, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Edesa Biotech, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
100 Spy Court,
Markham, ON Canada L3R 5H6
NOTICE OF 2025 ANNUAL GENERAL AND
SPECIAL MEETING OF SHAREHOLDERS
To be held on May 28, 2025
To the Shareholders of Edesa Biotech, Inc.:
Notice is hereby given that the 2025 Annual General and Special Meeting of Shareholders (the “Annual Meeting”) of Edesa Biotech, Inc. (the “Company” or “Edesa”) will be held at 10:30 a.m. (local time) on Wednesday, May 28, 2025, at the Edesa Biotech Corporate Offices, located at 100 Spy Court, Markham, ON Canada L3R 5H6. If you wish to attend the Annual Meeting in person, you will need to RSVP at least 48 hours prior to the Annual Meeting (or by 10:30 a.m. ET on May 26, 2025) toinvestors@edesabiotech.com and please include your name in the subject line of the e-mail. The following summarizes the matters to be considered and acted upon:
| 1. | the election of seven (7) directors, nominated by the Company’s Board of Directors, to serve until the Company’s annual meeting of shareholders to be held in 2026 or until their successors are duly elected and qualified; |
| 2. | the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in this proxy statement; |
| 3. | the approval of an amendment to the Company’s 2019 Equity Incentive Compensation Plan (the “2019 Plan”) to (i) increase the number of shares available for issuance under the 2019 Plan by 1,725,000 shares, (ii) remove the 2019 Plan’s “fungible share pool” provisions (as described herein) and (iii) increase the number of shares issuable under the 2019 Plan as incentive stock options from 171,429 to 300,000; |
| 4. | the appointment of MNP LLP as the Company’s auditors and independent registered public accounting firm for the fiscal year ending September 30, 2025; and |
| 5. | such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Only shareholders of record at the close of business on March 31, 2025, are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.
Your vote is important. To assure your representation at the Annual Meeting, you are urged to sign, date and return the proxy as soon as possible, or follow the instructions contained in the Notice of Internet Availability of Proxy Materials to vote by telephone or on the Internet. You may vote in person at the Annual Meeting even if you have previously returned a proxy. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Annual Meeting.
By Order of the Board of Directors
/s/ Pardeep Nijhawan
(Principal Executive Officer)
April 4, 2025
Markham, ON, Canada
TABLE OF CONTENTS
| ABOUT THE MEETING | 1 |
|---|---|
| PROPOSAL 1 | 7 |
| CORPORATE GOVERNANCE | 10 |
| Board Composition | 10 |
| Board Meetings | 10 |
| Director Independence | 10 |
| Board Committees | 10 |
| Shareholder Nominations for Directorships | 12 |
| Board Leadership Structure and Role in Risk Oversight | 12 |
| Shareholder Communications | 12 |
| Insider Trading Policy | 13 |
| Code of Ethics and Business Conduct | 13 |
| Anti-Hedging Policy | 13 |
| Delinquent Section 16(a) Reports | 13 |
| INFORMATION CONCERNING EXECUTIVE OFFICERS | 14 |
| EXECUTIVE COMPENSATION | 15 |
| Summary Compensation Table | 15 |
| Employment and Change in Control Agreements | 15 |
| Outstanding Equity Awards at September 30, 2024 | 21 |
| Outstanding Equity Awards Narrative Disclosure | 22 |
| PAY VERSUS PERFORMANCE | 23 |
| DIRECTOR COMPENSATION | 24 |
| EQUITY COMPENSATION PLAN INFORMATION | 25 |
| REPORT OF THE AUDIT COMMITTEE | 26 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 27 |
| TRANSACTIONS WITH RELATED PERSONS | 30 |
| PROPOSAL 2 | 33 |
| PROPOSAL 3 | 34 |
| PROPOSAL 4 | 45 |
| SHAREHOLDER PROPOSALS | 47 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 49 |
| OTHER MATTERS | 50 |
| APPENDIX A | App-1 |
100 Spy Court,
Markham, ON Canada L3R 5H6
PROXY STATEMENT
General Information Concerning Voting and Solicitation
This proxy statement is being furnished to you in connection with the solicitation by the Board of Directors (the “Board”) of Edesa Biotech, Inc., a British Columbia corporation (“we”, “us”, “Edesa”, or the “Company”), of proxies in the accompanying form to be used at the 2025 Annual General and Special Meeting of Shareholders of the Company to be held at the Edesa Biotech Corporate Offices, located at 100 Spy Court, Markham, ON Canada L3R 5H6 at 10:30 a.m. (local time) on Wednesday, May 28, 2025, and at any adjournments or postponements thereof (the “Annual Meeting”).
As a British Columbia corporation subject to the reporting requirements of the U.S. Securities and Exchange Commission, our proxy disclosure has been prepared to comply with U.S. proxy disclosure requirements as allowed under National Instrument 51-102F6.
Our Board has fixed March 31, 2025 as the record date for determining those shareholders entitled to receive notice of, and to vote at, the Annual Meeting. Only shareholders of record at the close of business on March 31, 2025 will be entitled to vote at the Annual Meeting. These materials are first being sent or given to the shareholders on or about April 4, 2025. This proxy statement gives you information on the proposals to be presented at the Annual Meeting so that you can make an informed decision.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 28, 2025.
Our proxy materials including the Proxy Statement for the Annual Meeting, our annual report for the fiscal year ended September 30, 2024, as amended, and proxy card are available on the Internet at www.proxyvote.com. Under Securities and Exchange Commission (the“SEC”) rules, we are providing access to our proxy materials by notifying you of the availability of our proxy materials on the Internet.
**ABOUT THE MEETING
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.