Edesa Biotech Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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CURRENT REPORT
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THE SECURITIES EXCHANGE ACT OF 1934
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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 May 28, 2025, Edesa Biotech, Inc. (the “Company”) held its 2025 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved an amendment to the Company’s 2019 Equity Incentive Compensation Plan (the “2019 Plan”) to (i) increase the number of shares available for issuance thereunder by 1,725,000 shares, (ii) remove the 2019 Plan’s “fungible share pool” provisions, and (iii) increase the number of shares issuable as incentive stock options from 171,429 to 300,000.
The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, 3,243,361 common shares, or approximately 46% of the outstanding common shares entitled to vote, were represented by proxy or in person. The matters voted on by shareholders at the Annual Meeting and the results of such voting are set forth below.
Proposal No. 1 - Election of the Company’s Directors
Based upon the following votes, the shareholders elected Joan Chypyha, David Liu, Sean MacDonald, Patrick Marshall, Pardeep Nijhawan, Charles Olson and Carlo Sistilli to serve as members of the Company’s board of directors until the annual meeting of shareholders to be held in 2026 or until their successors are duly elected and qualified.
| For | Withhold | Broker Non-Votes | |
| Joan Chypyha | 2,242,560 | 155,774 | 845,027 |
| David Liu | 2,338,419 | 59,915 | 845,027 |
| Sean MacDonald | 2,353,931 | 44,403 | 845,027 |
| Patrick Marshall | 2,237,350 | 160,984 | 845,027 |
| Pardeep Nijhawan | 2,340,134 | 58,200 | 845,027 |
| Charles Olson | 2,337,266 | 61,068 | 845,027 |
| Carlo Sistilli | 2,342,756 | 55,578 | 845,027 |
Proposal No. 2 - Advisory Vote on Executive Compensation
The shareholders approved, on an advisory basis, the executive compensation of the named executive officers as disclosed in the proxy statement for the Annual Meeting, by the following vote.
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 2,215,325 | 178,016 |
4,993 |
845,027 |
Proposal No. 3 - Approval of Amendment to the 2019 Equity Incentive Compensation Plan
The shareholders approved an amendment to the Company’s 2019 Plan to (i) increase the number of shares available for issuance thereunder plan by 1,725,000 shares, (ii) remove the 2019 Plan’s “fungible share pool” provisions, and (iii) increase the number of shares issuable as incentive stock options from 171,429 to 300,000.
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 2,174,596 | 216,387 | 7,351 |
845,027 |
Proposal No. 4 - Appointment of MNP LLP as the Company’s Auditors and Independent Registered Public Accounting Firm for the Ensuing Year
The shareholders approved the appointment of MNP LLP as the Company’s auditors and independent registered public accounting firm for the fiscal year ending September 30, 2025.
| For | Withhold | Broker Non-Votes | |||||||
3,143,111 |
100,250 | N/A |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1* | Amendment No. 4 to Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* 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.
| Edesa Biotech, Inc. | ||
| Date: May 28, 2025 | By: | /s/ Peter Weiler |
| Name: | Peter Weiler | |
| Title: | Chief Financial Officer | |