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SECTION 13 OR 15(d) OF
EXCHANGE ACT OF 1934
(Date of earliest event reported): August 30,
Registrant as Specified in its Charter)
| British Columbia, Canada | 001-37619 | N/A | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 100 Spy Court Markham, Ontario, Canada L3R 5H6 |
| (Address of Principal Executive Offices) |
Registrant's telephone
number, including area code
(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
General Instruction A.2. below):
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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, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
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Securities registered pursuant to
Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common Shares | EDSA | The Nasdaq Capital Market |
2019, Edesa Biotech, Inc., formerly known as Stellar
Biotechnologies, Inc. (the Company ), filed a
Current Report on Form 8-K with the Securities and Exchange
Commission reporting, among other items, that on June 7, 2019, the
Company completed its business combination with Edesa Biotech
Research, Inc., formerly known as Edesa Biotech Inc.
This Current Report on Form 8-K is being filed with the Securities
and Exchange Commission to report certain contracts entered into by
Edesa prior to its business combination with the
Item 8.01 Other Items
January 1, 2017, Edesa entered into a lease agreement with 1968160
Ontario Inc. (the Lease Agreement ) pursuant to which
Edesa leased approximately 2,800 square feet of office space
located at 100 Spy Court, Markham, Ontario Canada (the
Premises ). 1968160 Ontario Inc. at the time of
entry into the agreement was an affiliate of Edesa. The Premises now serves as the corporate
headquarters of the Company. The rent per month is $8,320 (Cdn),
with the rent payment increasing by $1 per square foot every two
years. Subject to certain exceptions, the rent includes
Edesa's proportionate share of the costs of maintaining and
repairing common areas and common facilities of the building and
Edesa's utilities, security janitorial services and share of
insurance and property taxes for the building. The lease is
scheduled to terminate on December 31, 2022, subject to Edesa
having a right to renew the lease for an additional period of two
years. Edesa also has the right to terminate the lease at any time
upon one month's notice to the
The foregoing description of the
Lease Agreement contained herein does not purport to be complete
and is qualified in its entirety by reference to the Lease
Agreement, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
License Agreement with Yissum
June 29, 2016, Edesa entered into an exclusive license agreement
with Yissum Research
Development Company, the technology transfer company of the Hebrew
University of Jerusalem Ltd. ( Yissum ), which
agreement was subsequently amended on each of April 3, 2017 and May
7, 2017. Pursuant to the license agreement as amended, Edesa
obtained exclusive rights throughout
the world to certain know-how, patents and data relating to a
pharmaceutical product. Edesa will use the exclusive rights to
develop the product for therapeutic, prophylactic and diagnostic
uses in topical dermal applications and anorectal applications (the
Field ). Unless earlier terminated, the term of the
license agreement will expire on a country by country basis on the
later of (i) the date of expiry of the last valid licensed patent
in such country; (ii) the date of expiry of any period of
exclusivity granted to a product by a regulatory authority in such
country or (iii) the date that is fifteen (15) years after the
first commercial sale of a product in such
the license agreement, Edesa is exclusively responsible, at its
expense, for the development of the product in the Field, including
conducting clinical trials and seeking regulatory approval for the
product, and once regulatory approval has been obtained, for the
commercialization of the product. Edesa is required to use its
commercially reasonable efforts to develop and commercialize the
product in the Field in accordance with the terms of a development
plan established by the parties. Subject to certain conditions,
Edesa is permitted to engage third parties to perform its
activities or obligations under the agreement.
for the exclusive rights to develop and commercialize the product
in the Field, Edesa is committed to payments of various amounts to
Yissum upon meeting certain milestones outlined in the license
agreement up to an aggregate amount of $18.6 million. In addition,
upon divestiture of substantially all of the assets of Edesa, Edesa
is obligated to pay Yissum a percentage of the valuation of the