MARKHAN, Ontario, Feb. 13, 2025 (GLOBE NEWSWIRE) -- February 13, 2025 - Dr. Pardeep Nijhawan (“Dr. Nijhawan”) and Velan Capital jointly announce updates to their beneficial ownership of securities of Edesa Biotech, Inc. (“Edesa”) in accordance with “early warning” requirements under applicable Canadian securities laws.

This press release and corresponding early warning report (the “Report”) as it relates to Dr. Nijhawan are being filed in response to Dr. Nijhawan’s acquisition of 100 Series B-1 Convertible Preferred Shares in the capital of Edesa (“Series B-1 Convertible Preferred Shares”), with a stated value of US$10,000 per Series B-1 Convertible Preferred Share convertible into common shares in the capital of Edesa (“Common Shares”) at a conversion price of US$1.92 per Common Share, as part of a larger non-brokered private placement transaction completed on February 12, 2025 (the “Transaction”).

As of the filing of the most recent early warning report Dr. Nijhawan filed dated September 13, 2024, Dr. Nijhawan, in his own capacity and through various entities he controls, held 544,401 Common Shares, 56,875 options to acquire Common Shares (“Options”) 32,610 warrants to purchase Common Shares (“Warrants”) and 75,345 restricted share units (“RSUs”), representing approximately 16.76% of the issued and outstanding Common Shares on a non-diluted basis and approximately 20.06% of the issued and outstanding Common Shares on a partially-diluted basis.

Immediately following the Transaction, as of the date of this report, Dr. Nijhawan holds 544,401 Common Shares, 56,875 Options, 44,345 RSUs, 150 Series A-1 Convertible Preferred Shares (“Series A-1 Convertible Preferred Shares”) with a stated value of US$10,000 per Series A-1 Convertible Preferred Share convertible into common shares in the capital of Edesa (“Common Shares”) at a conversion price of US$3.445 per Common Share, 100 Series B-1 Convertible Preferred Shares, and 359,473 warrants to purchase Common Shares (“Warrants”).

7,147 of the options described above are not vested as of the date hereof and therefore not exercisable within 60 days of this report. The options vest in portions on a monthly basis.

The Warrants, Series A-1 Convertible Preferred Shares and Series B-1 Convertible Preferred Shares are subject to a “blocker” provision in accordance with NASDAQ rules that prevents their conversion to the extent that such conversion would result in Dr. Nijhawan and anyone acting in a group with Dr. Nijhawan owning more than 19.99% of the outstanding Common Shares, therefore the securities Dr. Nijhawan currently owns or controls represent approximately 7.8% of the issued and outstanding Common Shares on a non-diluted basis and 19.99% of the issued and outstanding Common Shares on a partially-diluted basis, based on there being 6,936,404 Common Shares outstanding as of the date of this report, as disclosed to Dr. Nijhawan by Edesa.

Dr. Nijhawan acquired the securities for investment purposes and expects to monitor the business, prospects, financial condition and potential capital requirements of Edesa, and depending on evaluation of these and other factors, and in accordance with applicable securities laws, 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.

Edesa’s head office address is 100 Spy Court, Markham, Ontario, Canada, L3R 5H6.

For further information as it relates to Dr. Nijhawan, 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

In connection with the Transaction, Velan Capital, through its joint actors Velan Capital Master Fund LP, Velan Capital Opportunity Fund II LLC and Velan Horizon Fund LP, of 100 North Main Street, Suite 301, Alpharetta, GA 30009 acquired ownership and control of 568, or 68.11%, of the Series B-1 Convertible Preferred Shares issued in the Transaction. Velan Capital paid an aggregate of US$5,680,000 (or CDN$8,121,264 based on today’s Bank of Canada US dollar exchange rate) for the Series B-1 Convertible Preferred Shares. The purchase of the Series B-1 Convertible Preferred Shares did not take place across the facilities of any market. Immediately prior to the closing of the Transaction, Velan Capital did not own or control any Series B-1 Convertible Preferred Shares.

Velan Capital holds the Series B-1 Convertible Preferred Shares for investment purposes and may, from time to time, take such actions in respect of its holdings in securities of Edesa as it may deem appropriate in light of the circumstances then existing, including the purchase of additional Series B-1 Convertible Preferred Shares or other securities of Edesa or the disposition of all or a portion of its security holdings in Edesa, subject in each case to applicable securities laws, stock exchange rules and the terms of such securities. The disclosure in this news release as it relates to Velan Capital is being issued in accordance with National Instrument 62-103 in connection with the filing of an early warning report on www.sedarplus.ca under Edesa’s profile. To obtain a copy of the early warning report filed by Velan Capital, please contact Velan Capital at 646-844-0030 or refer to www.sedarplus.ca under Edesa’s profile.