Form 8-K
8-K — Edesa Biotech, Inc.
Accession: 0001171843-26-004053
Filed: 2026-06-11
Period: 2026-06-10
CIK: 0001540159
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — f8k_061026.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (exh_101.htm)
EX-10.2 — EXHIBIT 10.2 (exh_102.htm)
EX-99.1 — EXHIBIT 99.1 (exh_991.htm)
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8-K — FORM 8-K
8-K (Primary)
Filename: f8k_061026.htm · Sequence: 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June
10, 2026
Edesa Biotech, Inc.
(Exact name of 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)
(Zip Code)
(289) 800-9600
Registrant’s telephone number, including area code
N/A
(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 provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of exchange on which registered
Common Shares
EDSA
The Nasdaq Stock Market LLC
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 ☐
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On June 10, 2026, Edesa Biotech,
Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) for a private
placement (the “Private Placement”) with certain investors (each, a “Purchaser” and collectively, the “Purchasers”).
The closing of the Private Placement (the “Closing”) is expected to occur on June 15, 2026, subject to the satisfaction of
customary closing conditions.
Pursuant to the Purchase Agreement,
the Purchasers have agreed to purchase, for an aggregate purchase price of approximately $3.5 million, an aggregate of 729,241 common
shares (“Shares”), without par value, at a purchase price of $4.69 per Share for Purchasers other than the Company’s
Chief Executive Officer, and $5.21 per Share for the Company’s Chief Executive Officer. The Company intends to use the net proceeds
from the Private Placement to fund the continued advancement of the Company’s vitiligo program, the Company’s drug candidate,
paridiprubart, and for working capital and general corporate purposes.
Also on June 10, 2026, the
Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Pursuant
to the Registration Rights Agreement, the Company has agreed to prepare and file, as promptly as reasonably practicable and in any event
no later than 45 days after the Closing, one or more registration statements with the Securities and Exchange Commission (the “SEC”)
to register for resale the Shares, and to cause the applicable registration statements to become effective within the time periods set
forth in the Registration Rights Agreement. The Company has granted the Purchasers customary indemnification rights in connection with
the Registration Rights Agreement. The Purchasers have also granted the Company customary indemnification rights in connection with the
Registration Rights Agreement.
The Purchase Agreement contains
customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement. Such
representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreement
and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as
material by shareholders of, or other investors in, the Company.
The foregoing is only a summary
of the terms of the Purchase Agreement and the Registration Rights Agreement, does not purport to be complete and is qualified in its
entirety by reference to the full text of (i) the form of the Purchase Agreement, a copy of which is attached as Exhibit 10.1
to this Current Report on Form 8-K and (ii) the form of the Registration Rights Agreement, a copy of which is attached as Exhibit
10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure regarding the securities
to be sold and issued under the Purchase Agreement as set forth under Item 1.01 of this report is incorporated by reference under this
Item 3.02.
The securities described above
under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Based in part
upon the representations of the Purchasers in the Purchase Agreement, the Company relied on the exemption afforded by Section 4(a)(2)
under the Securities Act and Rule 506(b) promulgated thereunder.
Neither this Current Report on
Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.
Item 7.01. Regulation FD Disclosure.
On June 11, 2026, the Company
issued a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The information contained in Item
7.01 of this Current Report on Form 8-K and in Exhibit 99.1 attached hereto will not be treated as “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section. This information will not be incorporated by reference into any filing under the Securities Act or into another filing
under the Exchange Act, unless that filing expressly incorporates this information by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1*
Form of Purchase Agreement, dated June 10, 2026, by and among the Company and the Purchasers.
10.2
Form of Registration Rights Agreement, dated June 10, 2026, by and among the Company and the Purchasers.
99.1
Press Release, dated June 11, 2026, announcing the Private Placement.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
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.
Dated: June 11, 2026
EDESA BIOTECH, INC.
By:
/s/ Peter J. Weiler
Name:
Peter J. Weiler
Title:
Chief Financial Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: exh_101.htm · Sequence: 2
Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this “Agreement”)
is dated as of June 10, 2026, by and among Edesa Biotech, Inc., a British Columbia corporation (the “Company”), and
each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).
WHEREAS, the Company and the Investors are executing
and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities
Act and Rule 506 of Regulation D promulgated under the Securities Act and, for any Investor resident in a province or territory of Canada,
pursuant to available exemptions from Canadian prospectus requirements under NI 45-106 (as defined below);
WHEREAS, the Company desires to sell to the
Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions
stated in this Agreement, (A) common shares (the “Initial Shares”) of the Company, without par value per share (the
“Common Shares”) and (B) pre-funded warrants to purchase Common Shares in the form attached hereto as Exhibit B
(the “Pre-Funded Warrants”, and together with the Initial Shares, the “Securities”); and
WHEREAS, contemporaneously with the sale of
the Securities, the parties hereto will execute and deliver a Registration Rights Agreement (as defined below), in the form attached hereto
as Exhibit C, pursuant to which the Company will agree to provide certain registration rights in respect of the Initial Shares
and the Pre-Funded Warrant Shares (as defined below) under the Securities Act and applicable state securities laws.
NOW THEREFORE, in consideration of the mutual
agreements, representations, warranties and covenants herein contained, the Company and each Investor, severally and not jointly, agree
as follows:
1.
Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
“Affiliate” means, with respect
to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under
common control with such Person.
“Agreement” has the meaning set
forth in the recitals.
“Applicable Securities Laws” means
all applicable securities laws in each of the jurisdictions in which an Investor resides and in each jurisdiction with securities laws
otherwise applicable to such Investor, the respective regulations made thereunder, together with applicable published fee schedules, prescribed
forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of
the securities commissions or other securities regulatory authorities of such jurisdictions.
“Articles” means the Amended and
Restated Articles of the Company, as amended to date, as currently in effect.
“Benefit Plan” or “Benefit
Plans” means employee benefit plans as defined in Section 3(3) of ERISA and all other employee benefit practices or arrangements,
including, without limitation, any such practices or arrangements providing severance pay, sick leave, vacation pay, salary continuation
for disability, retirement benefits, deferred compensation, bonus pay, incentive pay, share options or other share-based compensation,
hospitalization insurance, medical insurance, life insurance, scholarships or tuition reimbursements, maintained by the Company or to
which the Company or any of its subsidiaries is obligated to contribute for employees or former employees of the Company and its subsidiaries.
“Board of Directors” means the board
of directors of the Company.
“Business Day” means any day except
any Saturday, any Sunday, any day which is a federal legal holiday in the United States or Canada or any day on which banking institutions
in the State of New York or the City of Toronto are authorized or required by law or other governmental action to close.
“Canadian Commission” shall have
the meaning ascribed to such term in Section 4.10(a).
“Canadian Securities Laws” means
all Applicable Securities Laws in any province or territory of Canada.
“Closing” has the meaning set forth
in Section 2.2.
“Closing Date” has the meaning set
forth in Section 2.2.
“Code” means the U.S. Internal Revenue
Code of 1986, as amended.
“Common Shares” has the meaning
set forth in the recitals.
“Common Share Equivalents” means
any securities of the Company that would entitle the holder thereof to acquire at any time Common Shares, including, without limitation,
any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Shares.
“Company” has the meaning set forth
in the recitals.
“Confidential Data” has the meaning
set forth in Section 3.32.
“D&O Pre-Funded Warrant Price”
means $5.2099.
“D&O Share Price” means $5.21.
“Disclosure Document” has the meaning
set forth in Section 5.3.
“Disclosure Time” means, (i) if
this Agreement is signed on a day that is not a Business Day or after 9:00 a.m. (New York City time) and before midnight (New York City
time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the Business Day immediately following the date hereof, and
(ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Business Day, no later
than 9:01 a.m. (New York City time) on the date hereof.
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“Disqualification Event” has the
meaning set forth in Sections 3.28.
“Drug Regulatory Agency” means the
U.S. Food and Drug Administration (“FDA”) or other foreign, state, local or comparable governmental authority responsible
for regulation of the research, development, testing, manufacturing, processing, storage, labeling, sale, marketing, advertising, distribution
and importation or exportation of drug or biological products and drug or biological product candidates.
“Environmental Laws” has the meaning
set forth in Section 3.15.
“ERISA” means the U.S. Employee
Retirement Income Security Act of 1974, as amended.
“Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.
“Financial Statements” has the meaning
set forth in Section 3.8(b).
“Fundamental Representations” means
the representations and warranties made by the Company in Sections 3.1 (Organization and Power), 3.2 (Capitalization), 3.4
(Authorization), 3.5 (Valid Issuance), 3.6 (No Conflict), 3.7 (Consents), 3.8 (SEC Filings; Financial Statements),
3.18 (Nasdaq Stock Market), 3.19 (Sarbanes-Oxley Act), 3.23 (Price Stabilization of Common Shares), 3.24 (Investment
Company Act), 3.25 (General Solicitation; No Integration or Aggregation), 3.26 (Brokers and Finders), 3.27 (Reliance
by the Investors), 3.29 (Other Covered Persons) and 3.30 (No Additional Agreements).
“GAAP” has the meaning set forth
in Section 3.8(b).
“GDPR” has the meaning set forth
in Section 3.33.
“Governmental Authorizations” has
the meaning set forth in Section 3.11.
“Health Care Laws” has the meaning
set forth in Section 3.21.
“HIPAA” has the meaning set forth
in Section 3.32.
“Indemnified Person” has the meaning
set forth in Section 5.9(a).
“Initial Shares” has the meaning
set forth in the recitals hereof.
“Intellectual Property” has the
meaning set forth in Section 3.12.
“Investor” and “Investors”
have the meanings set forth in the recitals.
“Investor Information” shall have
the meaning ascribed to such term in Section 8.2.
-3-
“Issuer Covered Person” has the
meaning set forth in Section 3.28.
“IT Systems” has the meaning set
forth in Section 3.32.
“Material Adverse Effect” means
any change, event, circumstance, development, condition, occurrence or effect that, individually or in the aggregate, (a) was, is, or
would reasonably be expected to be, materially adverse to the business, financial condition, properties, assets, liabilities, shareholders’
equity or results of operations of the Company and its subsidiaries, taken as a whole, or (b) materially delays or materially impairs
the ability of the Company to comply, or prevents the Company from complying, with its obligations under this Agreement, the other Transaction
Agreements, or with respect to the Closing, or would reasonably be expected to do so.
“Nasdaq” means the Nasdaq Stock
Market LLC.
“National Exchange” means any of
the following markets or exchanges on which the Common Shares are listed or quoted for trading on the date in question, together with
any successor thereto: the NYSE American, The New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market and The
Nasdaq Capital Market.
“NI 45-102” means National Instrument
45-102 - Resale of Securities.
“NI 45-106” shall have the meaning
ascribed to such term in Section 4.6(b).
“Person” means an individual, partnership,
corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or any other
entity or organization.
“Personal Data” has the meaning
set forth in Section 3.32.
“Pre-Funded Warrant Price” means
$4.6899.
“Pre-Funded Warrant Shares” has
the meaning set forth in Section 3.4.
“Pre-Funded Warrants” has the meaning
set forth in the recitals.
“Privacy Laws” has the meaning set
forth in Section 3.33.
“Privacy Statements” has the meaning
set forth in Section 3.33.
“Process” or “Processing”
has the meaning set forth in Section 3.33.
“Registration Rights Agreement”
has the meaning set forth in Section 6.1(j).
“Regulatory Agencies” has the meaning
set forth in Section 3.20.
“Rule 144” means Rule 144 promulgated
by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC having substantially the same effect as such Rule.
-4-
“SEC” means the U.S. Securities
and Exchange Commission.
“SEC Reports” means (a) the Company’s
most recently filed Annual Report on Form 10-K and (b) all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed or furnished
(as applicable) by the Company following the end of the most recent fiscal year for which an Annual Report on Form 10-K has been filed
and prior to the execution of this Agreement, together in each case with any amendments or supplements thereto and any documents incorporated
by reference therein or exhibits thereto.
“Securities” has the meaning set
forth in the recitals.
“Securities Act” means the U.S.
Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.
“Share Price” means $4.69.
“Shares” means the Initial Shares
and the Pre-Funded Warrant Shares.
“Short Sales” include, without limitation,
(a) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against
the box, and all types of direct and indirect share pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put
equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return
basis), and (b) sales and other transactions through non-U.S. broker dealers or non-U.S. regulated brokers (but shall not be deemed to
include the location and/or reservation of borrowable Common Shares).
“Studies” has the meaning set forth
in Section 3.20.
“Tax” or “Taxes”
means any and all federal, state, local, foreign and other taxes, levies, fees, imposts, duties and charges of whatever kind (including
any interest, penalties or additions to the tax imposed in connection therewith or with respect thereto), whether or not imposed on the
Company or its subsidiaries (if any) including, without limitation, taxes imposed on, or measured by, income, franchise, profits or gross
receipts, and also ad valorem, value added, sales, use, service, real or personal property, capital shares, license, payroll, withholding,
employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation,
premium, windfall profits, transfer and gains taxes and customs duties.
“Tax Returns” means returns, reports,
information statements and other documentation (including any additional or supporting material) filed or maintained, or required to be
filed or maintained, in connection with the calculation, determination, assessment or collection of any Tax and shall include any amended
returns required as a result of examination adjustments made by the Internal Revenue Service or other Tax authority.
“Trading Day” means any day on which
the principal National Exchange is open for trading or quoting.
“Transaction Agreements” means this
Agreement, the Pre-Funded Warrants, and the Registration Rights Agreement.
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“Transfer Agent” means, with respect
to the Common Shares, Computershare Investor Services Inc. or such other financial institution that provides transfer agent services as
the Company may engage from time to time.
2.
Purchase and Sale of Securities.
2.1
Purchase and Sale. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees
to sell, and the Investors, severally and not jointly, agree to purchase, the number and type of Securities, for the aggregate purchase
price, set forth opposite the Investor’s name on Exhibit A. The purchase price per Initial Share is equal to the Share Price;
provided, that the purchase price per Initial Share for any Investor that is a director or executive officer of the Company shall be equal
to the D&O Share Price. The purchase price per Pre-Funded Warrant is equal to the Pre-Funded Warrant Price; provided, that the purchase
price per Pre-Funded Warrant for any Investor that is a director or executive officer of the Company shall be equal to the D&O Pre-Funded
Warrant Price.
2.2
Closing. Subject to the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement, the closing
of the purchase and sale of the Securities (the “Closing” and the date on which the Closing occurs, the “Closing
Date”) shall occur remotely via the exchange of documents and signatures at such time as agreed to by the Company and the Investors
but (i) in no event earlier than the second Business Day after the date of this Agreement and (ii) in no event later than the fifth Business
Day after the date of this Agreement. At the Closing, the Securities shall be issued and registered in the name of the Investor, or in
such nominee name(s) as designated by such Investor, representing the number of Securities to be purchased by the Investor at such Closing
as set forth in Exhibit A, in each case against payment to the Company of the purchase price therefor (the “Aggregate
Purchase Amount”) in full, by wire transfer to the Company of immediately available funds, at or prior to the Closing, in accordance
with wire instructions provided by the Company to the Investors at least one Business Day prior to the Closing. On the Closing Date, the
Company will instruct (A) the Transfer Agent to issue the Initial Shares in book-entry form, free and clear of all restrictive and other
legends (except as expressly provided in Section 4.10 hereof) and the Company shall provide evidence of such issuance from the
Company’s Transfer Agent as promptly as reasonably practical following the Closing Date to each Investor and (B) deliver to such
Investor (or such Investor’s designated custodian per its delivery instructions), or in such nominee name(s) as designated by such
Investor, Pre-Funded Warrants exercisable for a number of Common Shares as set forth in Exhibit A with respect to such Investor.
In the event that the Closing has not occurred within one Business Day after the expected Closing Date, unless otherwise agreed by the
Company and such Investor, the Company shall promptly (but no later than one Business Day thereafter) return the previously wired Aggregate
Purchase Amount to each respective Investor by wire transfer of United States dollars in immediately available funds to the account specified
by each Investor, and any book entries for the Securities shall be deemed cancelled; provided that, unless this Agreement has been terminated
pursuant to Section 7, such return of funds shall not terminate this Agreement or relieve such Investor of its obligation to purchase,
or the Company of its obligation to issue and sell, the Securities at the Closing.
3.
Representations and Warranties of the Company. Except as set forth in the SEC Reports (other than as to the Fundamental
Representations, which are not so qualified), the Company hereby represents and warrants to each of the Investors that the statements
contained in this Section 3 are true and correct as of the date of this Agreement and as of the Closing Date (except for the representations
and warranties that speak as of a specific date, which shall be made as of such date).
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3.1
Organization and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws
of the Province of British Columbia, has the requisite power and authority to own, lease and operate its properties and to carry on its
business as now conducted and described in the SEC Reports and is qualified to do business in each jurisdiction in which the character
of its properties or the nature of its business requires such qualification, except where such failure to be in good standing or to have
such power and authority or to so qualify would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s
subsidiaries is (i) duly incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation
and has the requisite power and authority to carry on its business as now conducted and to own or lease its properties and (ii) qualified
to do business as a foreign corporation and in good standing in each jurisdiction in which such qualification is required, except in each
case as would not reasonably be expected to have a Material Adverse Effect.
3.2
Capitalization. The Company’s disclosure of its authorized, issued and outstanding capital shares in the SEC Reports
containing such disclosure was accurate in all material respects as of the date indicated in such SEC Reports. All of the issued and outstanding
Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding capital shares
of the Company were issued in violation of any preemptive or other similar rights of any securityholder of the Company which have not
been waived, and such shares were issued in compliance in all material respects with applicable state and federal securities law and any
rights of third parties. Except (i) as disclosed in the SEC Reports or (ii) for Common Share Equivalents issued pursuant to a share-based
compensation plan, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire,
or instruments convertible into or exchangeable for, any capital shares or other equity interest in the Company or any of its subsidiaries,
or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital shares of the
Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital shares
of the Company conform in all material respects to the description thereof contained in the SEC Reports; and all the outstanding capital
shares or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized
and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares)
and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on
voting or transfer or any other claim of any third party.
3.3
Registration Rights. Except as set forth in the Transaction Agreements or as disclosed in the SEC Reports, the Company is
presently not under any obligation, and has not granted any rights, to register under the Securities Act any of the Company’s presently
outstanding securities or any of its securities that may hereafter be issued, other than such rights and obligations that have expired
or been satisfied or waived.
-7-
3.4
Authorization. The Company has all requisite corporate power and authority to enter into the Transaction Agreements and
to carry out and perform its obligations under the terms of the Transaction Agreements, including the issuance and sale of the Securities
and the issuance of the Common Shares issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”).
All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of the Initial
Shares and the Pre-Funded Warrant Shares, the authorization, execution, delivery and performance of the Transaction Agreements and the
consummation of the transactions contemplated herein, including the issuance and sale of the Securities and the Pre-Funded Warrant Shares
has been taken. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and
delivery by each Investor of this Agreement and that this Agreement constitutes the legal, valid and binding agreement of each Investor,
this Agreement and each of the Pre-Funded Warrants constitutes a legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability
is considered in a proceeding in equity or at law). Upon its execution by the Company and the other parties thereto and assuming that
it constitutes legal, valid and binding agreements of the other parties thereto, the Registration Rights Agreement will constitute a legal,
valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or
by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
3.5
Valid Issuance. The Initial Shares being purchased by the Investors hereunder have been duly and validly authorized and,
upon issuance pursuant to the terms of this Agreement against full payment therefor in accordance with the terms of this Agreement, will
be duly and validly issued, fully paid and non-assessable and will be issued free and clear of any liens or other restrictions (other
than those as provided in the Transaction Agreements or restrictions on transfer under Applicable Securities Laws), and the holder of
the Shares shall be entitled to all rights accorded to a holder of Common Shares. The Pre-Funded Warrant Shares have been duly and validly
authorized and reserved for issuance and, upon issuance pursuant to the terms of the Pre-Funded Warrants against full payment therefor
in accordance with the terms of the Pre-Funded Warrants, will be duly and validly issued, fully paid and non-assessable and will be issued
free and clear of any liens or other restrictions (other than those as provided in the Transaction Agreements or restrictions on transfer
under applicable state and federal securities laws), and the holder of the Pre-Funded Warrant Shares shall be entitled to all rights accorded
to a holder of Common Shares. The issuance and delivery of the Initial Shares and the Pre-Funded Warrants does not, and the exercise in
full of the Pre-Funded Warrants and the issuance and delivery of the Pre-Funded Warrant Shares thereupon will not, (a) obligate the Company
to offer to issue, or issue, Common Shares or other securities to any Person (other than the Investors) pursuant to any preemptive rights,
rights of first refusal, rights of participation or similar rights, or (b) result in any adjustment (automatic, at the election of any
Person or otherwise) of the exercise, conversion, exchange or reset price under, or any other anti-dilution adjustment pursuant to, any
outstanding securities of the Company. Subject to the accuracy of the representations and warranties made by the Investors in Section
4, the offer and sale of the Securities to the Investors is, and will be, (i) exempt from the registration and prospectus delivery
requirements of the Securities Act and (ii) exempt from (or otherwise not subject to) the registration and qualification, or prospectus
requirements in the United States and/or Canada.
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3.6
No Conflict. The execution, delivery and performance of the Transaction Agreements by the Company, the issuance and sale
of the Securities and the consummation of the other transactions contemplated by the Transaction Agreements will not (i) violate any provision
of the Articles, (ii) conflict with or result in a violation of or default (with or without notice or lapse of time, or both) under, or
give rise to a right of termination, cancellation or acceleration of any obligation, a change of control right or to a loss of a benefit
under any agreement or instrument, credit facility, franchise, license, judgment, order, statute, law, ordinance, rule or regulations,
applicable to the Company or any of its subsidiaries or their respective properties or assets, or
(iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or any of its subsidiaries is subject (including federal and state securities laws and regulations)
and the rules and regulations of any self-regulatory organization to which the Company or its securities are subject, or by which any
property or asset of the Company or any of its subsidiaries is bound or affected, except, in the case of clauses (ii) and
(iii), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
3.7
Consents. Assuming the accuracy of the representations and warranties of each Investor set forth in Section 4 hereof,
no consent, approval, authorization, filing with or order of or registration with, any court or governmental agency or body is required
in connection with the authorization, execution or delivery by the Company of the Transaction Agreements, the issuance and sale of the
Securities and the performance by the Company of its other obligations under the Transaction Agreements, except (a) as have been or will
be obtained or made under the Securities Act or the Exchange Act, (b) the filing of any requisite notices and/or application(s) to the
National Exchange for the issuance and sale of the Shares and the listing of the Shares for trading or quotation, as the case may be,
thereon in the time and manner required thereby, (c) customary post-closing filings with the SEC or pursuant to state securities laws,
or with any applicable securities regulatory authority in a province or territory of Canada pursuant to applicable Canadian Securities
Laws in connection with the offer and sale of the Shares by the Company in the manner contemplated herein, which will be filed on a timely
basis, (d) the filing of the registration statement required to be filed by the Registration Rights Agreement, or (e) such that the failure
of which to obtain would not have a Material Adverse Effect. All notices, consents, authorizations, orders, filings and registrations
which the Company is required to deliver or obtain prior to the Closing pursuant to the preceding sentence have been obtained or made
or will be delivered or obtained or effected, and shall remain in full force and effect, on or prior to the Closing.
3.8
SEC Filings; Financial Statements.
(a)
The Company has filed all forms, statements, certifications, reports and documents required to be filed or furnished, as applicable,
by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is
in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed or furnished, as applicable, with the SEC (or, if
amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports
complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act (as the case may be) and
the rules and regulations promulgated thereunder, and, as of the time they were filed or furnished, as applicable, none of the SEC Reports
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or
unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are
the subject of an ongoing SEC review. The interactive data in eXtensible Business Reporting Language included in the SEC Reports fairly
presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines
applicable thereto. The Company is not, and has never been, an issuer subject to Rule 144(i) under the Securities Act.
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(b)
The consolidated financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”)
comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto
as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects
the consolidated financial position of the Company and its subsidiaries as of the dates indicated, and the results of its operations
and cash flows for the periods therein specified, and have been prepared in accordance with United States generally accepted accounting
principles (“GAAP”) applied on a consistent basis throughout the periods therein specified (except as otherwise noted
therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that any unaudited financial
statements may not contain certain footnotes and are subject to normal and recurring year-end adjustments). Except as set forth in the
Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise,
except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such Financial Statements
or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually
or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.
3.9
Absence of Changes. Since September 30, 2025,
(a) the Company has conducted its business only in the ordinary course of business and there have been no material transactions entered
into by the Company or any of its subsidiaries (except for the execution and performance of this Agreement and the discussions, negotiations
and transactions related thereto); (b) no material change to any material contract or arrangement by which the Company or any of its subsidiaries
is bound or to which any of its assets or properties is subject has been entered into that has not been disclosed in the SEC Reports;
and (c) there has not been any other event or condition of any character that has had or would reasonably be expected to have a Material
Adverse Effect; provided, however, that none of the following will be deemed in themselves, either alone or in combination, to constitute,
and that none of the following will be taken into account in determining whether there has been or will be, a Material Adverse Effect
under this Section 3.9:
(i) any change
generally affecting the economy, financial markets or political, economic or regulatory conditions in the United States or Canada or any
other geographic region in which the Company conducts business, provided that the Company is not disproportionately affected thereby;
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(ii) general
financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein, provided that the
Company is not disproportionately affected thereby;
(iii) any
change that generally affects industries in which the Company and its subsidiaries conduct business, provided that the Company is not
disproportionately affected thereby;
(iv) earthquakes,
hurricanes, tsunamis, tornadoes, floods, mudslides, fires or other natural disasters, weather conditions, global pandemics, including
the COVID-19 pandemic and related strains, epidemic or similar health emergency, and other force majeure events in the United States,
Canada, or any other location, provided that the Company is not disproportionately affected thereby;
(v) national
or international political or social conditions (or changes in such conditions), whether or not pursuant to the declaration of a national
emergency or war, or the occurrence of any military or terrorist attack, provided that the Company is not disproportionately affected
thereby;
(vi) material
changes in laws after the date of this Agreement; and
(vii) in and
of itself, any material failure by the Company to meet any published or internally prepared estimates of revenues, expenses, earnings
or other economic performance for any period ending on or after the date of this Agreement (it being understood that the facts and circumstances
giving rise to such failure may be deemed to constitute, and may be taken into account in determining whether there has been, a Material
Adverse Effect to the extent that such facts and circumstances are not otherwise described in clauses (i)-(v) of this definition).
3.10
Absence of Litigation. There is no action, suit, proceeding, arbitration, claim, investigation, charge, complaint or inquiry
pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries which, individually or in the
aggregate, has had or would reasonably be expected to have a Material Adverse Effect, nor are there any orders, writs, injunctions, judgments
or decrees outstanding of any court or government agency or instrumentality and binding upon the Company or any of its subsidiaries that
have had or would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any subsidiary, nor to the knowledge
of the Company, any director or officer of the Company or any subsidiary, is, or within the last ten years has been, the subject of any
action involving a claim of violation of or liability under federal or state securities laws relating to the Company or such subsidiary
or a claim of breach of fiduciary duty relating to the Company or such subsidiary.
3.11
Compliance with Law; Permits. Neither the Company nor any of its subsidiaries is in violation of, or has received any notices
of violations with respect to, any laws, statutes, ordinances, rules or regulations of any governmental body, court or government agency
or instrumentality, except for violations which, individually or in the aggregate, have not had and would not reasonably be expected to
have a Material Adverse Effect. The Company and its subsidiaries have all required licenses, permits, certificates and other authorizations
(collectively, “Governmental Authorizations”) from such federal, state or local government or governmental agency,
department or body that are currently necessary for the operation of the business of the Company and its subsidiaries as currently conducted,
except where the failure to possess currently such Governmental Authorizations has not had and is not reasonably expected to have a Material
Adverse Effect. Neither the Company nor any subsidiary has received any written (or, to the Company’s knowledge, oral) notice regarding
any revocation or material modification of any such Governmental Authorization, which, individually or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, has or would reasonably be expected to result in a Material Adverse Effect.
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3.12
Intellectual Property. The Company and its subsidiaries own, or have rights to use, all material inventions, patent applications,
patents, trademarks, trade names, service names, service marks, copyrights, trade secrets, know how (including unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other intellectual property as described in the SEC Reports necessary
for, or used in the conduct of their respective businesses (including as described in the SEC Reports) (collectively, “Intellectual
Property”), except where any failure to own, possess or acquire such Intellectual Property has not had, and would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Intellectual Property of the Company and its subsidiaries
has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s
knowledge: (i) there are no third parties who have rights to any Intellectual Property, including no liens, security interests, or other
encumbrances; and (ii) there is no infringement by third parties of any Intellectual Property, except, in each case, which, individually
or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. No action, suit, or other proceeding
is pending, or, to the Company’s knowledge, is threatened: (A) challenging the Company’s or its subsidiaries’ rights
in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) alleging
that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates any patent, trademark, trade name, service
name, copyright, trade secret or other proprietary rights of others, except, in each case, which, individually or in the aggregate, have
not had and would not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have complied in all
material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any of
its subsidiaries in all material respects, and to the Company’s knowledge all such agreements are in full force and effect. To the
Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property.
The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property.
3.13
Employee Benefits. Except as would not be reasonably likely to result in a Material Adverse Effect, each Benefit Plan has
been established and administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code, the
Patient Protection and Affordable Care Act of 2010, as amended, and other applicable laws, rules and regulations. The Company and its
subsidiaries are in compliance with all applicable federal, state and local laws, rules and regulations regarding employment, except for
any failures to comply that are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. There is no
labor dispute, strike or work stoppage against the Company or its subsidiaries pending or, to the knowledge of the Company, threatened
which may interfere with the business activities of the Company, except where such dispute, strike or work stoppage is not reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect.
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3.14
Taxes The Company and its subsidiaries have filed all federal, state and foreign income Tax Returns and other Tax Returns
required to have been filed under applicable law (or extensions have been duly obtained) and have paid all Taxes required to have been
paid by them, except for those which are being contested in good faith and except where failure to file such Tax Returns or pay such Taxes
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No assessment in connection with
United States federal Tax Returns has been made against the Company. The charges, accruals and reserves on the books of the Company in
respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or reassessments
for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material
Adverse Effect. No audits, examinations, or other proceedings with respect to any material amounts of Taxes of the Company and its subsidiaries
are presently in progress or have been asserted or proposed in writing without subsequently being paid, settled or withdrawn. There are
no liens on any of the assets of the Company. At all times since inception, the Company has been and continues to be classified as a corporation
for U.S. federal income tax purposes. Neither the Company nor any of its subsidiaries has been a United States real property holding corporation
within the meaning of Code Section 897(c)-2 during the period specified in Code Section 897(c)(1)(A)(ii).
3.15
Environmental Laws The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal,
state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances
or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits and other Governmental
Authorizations required under applicable Environmental Laws to conduct their business and (iii) are in compliance with all terms
and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required
permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company nor any of its subsidiaries
has received since October 1, 2025, any written notice or other communication (in writing or otherwise), whether from a governmental authority
or other Person, that alleges that the Company or any subsidiary is not in compliance with any Environmental Law and, to the knowledge
of the Company, there are no circumstances that may prevent or interfere with the Company’s or any subsidiary’s compliance
in any material respects with any Environmental Law in the future, except where such failure to comply would not reasonably be expected
to have a Material Adverse Effect.
3.16
Title. Each of the Company and its subsidiaries has good and marketable title to all personal property owned by it that
is material to the business of the Company, free and clear of all liens, encumbrances and defects except such as do not materially and
adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of
such property by the Company or its subsidiaries, as the case may be. Any real property and buildings held under lease by the Company
or its subsidiaries is held under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially
and adversely interfere with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries, as
the case may be. The Company does not own any real property.
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3.17
Insurance The Company carries or is entitled to the benefits of insurance in such amounts and covering such risks that is
customary for comparably situated companies and is adequate for the conduct of its business and the value of its real and personal properties
(owned or leased) and tangible assets, and each of such insurance policies is in full force and effect and the Company is in compliance
in all material respects with the terms of such insurance policies. Other than customary end-of-policy notifications from insurance carriers,
since October 1, 2025, the Company has not received any notice or other communication regarding any actual or possible: (i) cancellation
or invalidation of any material insurance policy or (ii) refusal or denial of any coverage, reservation of rights or rejection of any
material claim under any insurance policy.
3.18
Nasdaq Stock Market. The issued and outstanding Common Shares are registered pursuant to Section 12(b) of the Exchange Act
and are listed for trading on the Nasdaq Capital Market under the symbol “EDSA.” The Company is in compliance with all listing
requirements of Nasdaq applicable to the Company. There is no suit, action, proceeding or investigation pending or, to the knowledge of
the Company, threatened against the Company by Nasdaq or the SEC, respectively, to prohibit or terminate the listing of the Common Shares
on the Nasdaq Capital Market or to deregister the Common Shares under the Exchange Act. The Company has taken no action that is designed
to terminate the registration of the Common Shares under the Exchange Act.
3.19
Sarbanes-Oxley Act. The Company is, and since October 1, 2025 has been, in compliance in all material respects with all
applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the SEC thereunder.
3.20
Clinical Data and Regulatory Compliance. Except as would not reasonably be expected to result in a Material Adverse Effect:
(i) the preclinical tests and clinical trials and other studies used to support regulatory approval (collectively, “Studies”)
being conducted by or on behalf of, or sponsored by, the Company or its subsidiaries that are described in, or the results of which are
referred to in, the SEC Reports were (and, if still pending, are being) conducted in all material respects in accordance with the protocols,
procedures and controls designed and approved for such Studies and with standard medical and scientific research procedures; (ii) each
description of the results of such Studies is accurate and complete in all material respects and fairly presents the data derived from
such Studies, and the Company and its subsidiaries have no knowledge of any other studies the results of which are inconsistent with,
or otherwise call into question, the results described or referred to in the SEC Reports; (iii) the Company and its subsidiaries have
made all such filings and obtained all such approvals as may be required by the FDA or from any other U.S. federal, state or local government
or foreign government or Drug Regulatory Agency, or Institutional Review Board, each having jurisdiction over biopharmaceutical products
(collectively, the “Regulatory Agencies”) for the conduct of its business as described in the SEC Reports; (iv) neither
the Company nor any of its subsidiaries has received any notice of, or correspondence from, any of the Regulatory Agencies requiring the
termination or suspension of or imposing any clinical hold on any clinical trials that are described or referred to in the SEC Reports;
and (v) the Company and its subsidiaries have each operated and currently are in compliance in all material respects with all applicable
rules, regulations and policies of the Regulatory Agencies.
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3.21
Compliance with Health Care Laws. The Company and its subsidiaries are in compliance in all material respects with all Health
Care Laws to the extent applicable to the current business of the Company and its subsidiaries or any of their respective activities.
For purposes of this Agreement, “Health Care Laws” means: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. Section
301 et seq.) and the Public Health Service Act (42 U.S.C. Section 201 et seq.), and the regulations promulgated thereunder; (ii) all applicable
federal, state, local and foreign health care fraud and abuse laws, including, without limitation, the Anti-Kickback Statute (42 U.S.C.
Section 1320a-7b(b)); (iii) HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section
17921 et seq.); (iv) the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation
Act of 2010; (v) the European Union (“EU”) Clinical Trials Regulation (Regulation (EU) No. 536/2014); (vi) the EU Regulation
regarding community procedures for authorization and supervision of medicinal products for human and veterinary use and establishing a
European Medicines Agency (Regulation (EC) No. 726/2004); (vii) licensure, quality, safety and accreditation requirements under applicable
federal, state, local or foreign laws or regulatory bodies; (viii) all other local, state, federal, national, supranational and foreign
laws, relating to the regulation of the Company or its subsidiaries, and (ix) the regulations promulgated pursuant to such statutes and
any state or non-U.S. counterpart thereof. Neither the Company nor any of its subsidiaries has received written or, to the Company’s
knowledge, oral notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any
court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is in material
violation of any Health Care Laws nor, to the Company’s knowledge, is any such claim, action, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action threatened. The Company and its subsidiaries have filed, maintained or submitted all material
reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Health
Care Laws, and all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were
complete and accurate on the date filed in all material respects (or were corrected or supplemented by a subsequent submission). Neither
the Company nor any of its subsidiaries is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement
orders, or similar agreements with or imposed by any governmental or regulatory authority. Additionally, neither the Company nor any of
its subsidiaries nor any of their respective employees, officers, directors, or, to the knowledge of the Company, agents has been excluded,
suspended or debarred from participation in any U.S. federal health care program or human clinical research or, to the knowledge of the
Company, is subject to a governmental inquiry, investigation, proceeding, or other similar action that would reasonably be expected to
result in debarment, suspension, or exclusion.
3.22
Accounting Controls and Disclosure Controls and Procedures. The Company maintains a system of internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to comply with the requirements of the Exchange
Act applicable to the Company and provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable
assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect the Company’s transactions
and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance
with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Board of Directors
and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on the Company’s financial statements. Except as disclosed in the Company’s SEC Reports filed
prior to the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of the Company’s
internal control over financial reporting. The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e)
and 15d-15(e) of the Exchange Act) are designed to provide reasonable assurance that all information (both financial and non-financial)
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated
to the Company’s management as appropriate to allow timely decisions regarding required disclosure.
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3.23
Price Stabilization of Common Shares. The Company has not taken, nor will it take, directly or indirectly, any action designed
to stabilize or manipulate the price of the Common Shares to facilitate the sale or resale of the Shares.
3.24
Investment Company Act. The Company is not, and immediately after receipt of payment for the Securities will not be, an
“investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.
3.25
General Solicitation; No Integration or Aggregation. Neither the Company nor any other person or entity authorized by the
Company to act on its behalf has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities
Act) of investors with respect to offers or sales of the Securities pursuant to this Agreement. The Company has not, directly or indirectly,
sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act)
which, to its knowledge, is or will be (i) integrated with the offer and sale of the Securities pursuant to this Agreement for purposes
of the Securities Act or (ii) aggregated with prior offerings by the Company for the purposes
of the rules and regulations of the Nasdaq Capital Market. Assuming the accuracy of the representations and warranties of the Investors
set forth in Section 4, neither the Company nor any of its Affiliates, its subsidiaries nor any Person acting on their behalf has,
directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances
that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the transactions contemplated hereby.
3.26
Brokers and Finders. Neither the Company nor any other Person authorized by the Company to act on its behalf has retained,
utilized or been represented by any broker or finder in connection with the transactions contemplated by this Agreement.
3.27
Reliance by the Investors. The Company has a reasonable basis for making each of the representations set forth in this Section
3. The Company acknowledges that each of the Investors will rely upon the truth and accuracy of, and the Company’s compliance
with, the representations, warranties, agreements, acknowledgements and understandings of the Company set forth herein.
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3.28
No Disqualification Events. Neither the Company nor any of its (i) predecessors, (ii) Affiliates, (iii) directors, (iv)
executive officers, (v) non-executive officers participating in the placement contemplated by this Agreement, (vi) beneficial owners of
20% or more of its outstanding voting equity securities (calculated on the basis of voting power), (vii) promoters or (viii) investment
managers (including any of such investment managers’ directors, executive officers or officers participating in the placement contemplated
by this Agreement) or general partners or managing members of such investment managers (including any of such general partners’
or managing members’ directors, executive officers or officers participating in the placement contemplated by this Agreement) (each,
an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to the disqualification
provisions of Rule 506(d)(1)(i-viii) of Regulation D under the Securities Act (a “Disqualification Event”). The Company
has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investors a copy of
any disclosures provided thereunder.
3.29
Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will
be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.
3.30
No Additional Agreements. There are no agreements or understandings between the Company and any Investor with respect to
the transactions contemplated by the Transaction Agreements other than (i) as specified in the Transaction Agreements and (ii) any side
letter agreements with any of the Investors, which side letters the Company has shared with all Investors.
3.31
Anti-Bribery and Anti-Money Laundering Laws. Each of the Company, its subsidiaries and, to the knowledge of the Company,
any of their respective officers, directors, supervisors, managers, agents, or employees are and have at all times been in compliance
with and its participation in the offering will not violate: (A) anti-bribery laws, including but not limited to, any applicable law,
rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention
on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the U.S.
Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other law, rule or regulation of similar purposes
and scope; (B) anti-money laundering laws, including, but not limited to, applicable federal, state, international, foreign or other laws,
regulations or government guidance regarding anti-money laundering, including, without limitation, Title 18 U.S. Code sections 1956 and
1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by an intergovernmental
group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which
designation the United States representative to the group or organization continues to concur, all as amended, and any executive order,
directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder; or (C) except
as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, any laws with respect to
import and export control and economic sanctions, including the U.S. Export Administration Regulations, the U.S. International Traffic
in Arms Regulations, and economic sanctions regulations and executive orders administered by the U.S. Department of the Treasury Office
of Foreign Asset Control.
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3.32
Cybersecurity. The Company and its subsidiaries’ information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for,
and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries
as currently conducted, and, to the Company’s knowledge, are free and clear of all material Trojan horses, time bombs, malware and
other malicious code. The Company and its subsidiaries have implemented and maintained commercially reasonable physical, technical and
administrative controls designed to maintain and protect the confidentiality, integrity, availability, privacy and security of all sensitive,
confidential or regulated data (“Confidential Data”) used or maintained in connection with their businesses and Personal
Data (defined below), and the integrity, availability continuous operation, redundancy and security of all IT Systems. “Personal
Data” means the following data used in connection with the Company’s and its subsidiaries’ businesses and in their
possession or control: (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security
number or other tax identification number, driver’s license number, passport number, credit card number or bank information; (ii)
information that identifies or may reasonably be used to identify an individual; (iii) any information that would qualify as “protected
health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information
Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and (iv) any information that would qualify
as “personal data,” “personal information” (or similar term) under the Privacy Laws (as defined below). To the
Company’s knowledge, there have been no breaches, outages or unauthorized uses of or accesses to the Company’s IT Systems,
Confidential Data, or Personal Data that would require notification under Privacy Laws.
3.33
Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in material compliance
with all applicable state, federal and foreign data privacy and security laws and regulations regarding the collection, use, storage,
retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”)
of Personal Data, including without limitation HIPAA, the EU General Data Protection Regulation (“GDPR”) (Regulation
(EU) No. 2016/679), all other local, state, federal, national, supranational and foreign laws relating to the regulation of the Company
or its subsidiaries, and the regulations promulgated pursuant to such statutes and any state or non-U.S. counterpart thereof (collectively,
the “Privacy Laws”). To ensure material compliance with the Privacy Laws, the Company and its subsidiaries have in
place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures
relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”).
The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect, at all times since inception provided accurate notice of their Privacy Statements then in effect to its customers, employees,
third party vendors and representatives. None of such disclosures made or contained in any Privacy Statements have been materially inaccurate,
misleading, incomplete, or in material violation of any Privacy Laws.
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3.34
Transactions with Affiliates and Employees. No relationship, direct or indirect, exists between or among the Company or
any of its subsidiaries, on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company, on the other
hand, that is required to be described in the SEC Reports that is not so described or will not be so described in accordance with the
Exchange Act.
4.
Representations and Warranties of Each Investor. Each Investor, severally for itself and not jointly with any other Investor,
represents and warrants to the Company that the statements contained in this Section 4 are true and correct as of the date of this
Agreement and the Closing Date:
4.1
Organization. The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now
conducted.
4.2
Authorization. The Investor has all requisite corporate or similar power and authority to enter into this Agreement and
the other Transaction Agreements to which it will be a party and to carry out and perform its obligations hereunder and thereunder. All
corporate, member or partnership action on the part of such Investor or its shareholders, members or partners necessary for the authorization,
execution, delivery and performance of this Agreement and the other Transaction Agreements to which it will be a party and the consummation
of the other transactions contemplated in this Agreement has been taken. The execution, delivery and performance by such Investor of the
Transaction Agreements to which such Investor is a party has been duly authorized and each has been duly executed. Assuming this Agreement
constitutes the legal and binding agreement of the Company, this Agreement constitutes a legal, valid and binding obligation of such Investor,
enforceable against such Investor in accordance with its respective terms, except as such enforceability may be limited or otherwise affected
by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and/or similar laws relating to or affecting the rights of
creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity
or at law).
4.3
No Conflicts. The execution, delivery and performance of the Transaction Agreements by the Investor, the purchase of the
Securities in accordance with their terms and the consummation by the Investor of the other transactions contemplated hereby will not
conflict with or result in any violation of, breach or default by such Investor (with or without notice or lapse of time, or both) under,
conflict with, or give rise to a right of termination, cancellation or acceleration of any obligation, a change of control right or to
a loss of a material benefit under (i) any provision of the organizational documents of the Investor, including, without limitation, its
incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable or (ii) any
agreement or instrument, undertaking, credit facility, franchise, license, judgment, order, ruling, statute, law, ordinance, rule or regulations,
applicable to such Investor or its respective properties or assets, except, in the case of clause (ii), as would not, individually or
in the aggregate, be reasonably expected to materially delay or hinder the ability of the Investor to perform its obligations under the
Transaction Agreements.
4.4
Residency. The Investor’s residence (if an individual) or offices in which its investment decision with respect to
the Securities was made (if an entity) are located at the Investor’s address set forth on Exhibit A, except as otherwise
communicated by the Investor to the Company.
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4.5
Brokers and Finders. The Investor has not retained, utilized or been represented by any broker or finder in connection with
the transactions contemplated by this Agreement whose fees the Company would be required to pay.
4.6
Investment Representations and Warranties.
(a)
The Investor hereby represents and warrants that, it (i) as of the date of this Agreement is, if an entity, a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” as
that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act; or (ii) if an individual, is an “accredited
investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act and has such knowledge and experience in
financial and business matters as to be able to protect its own interests in connection with an investment in the Securities. The Investor
further represents and warrants that (x) it is capable of evaluating the merits and risk of such investment, and (y) that it has not been
organized for the purpose of acquiring the Securities and is an “institutional account” as defined by FINRA Rule 4512(c).
The Investor understands and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any
applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public
offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s
representations as expressed herein.
(b)
If the Investor is resident in any province or territory of Canada or otherwise subject to the securities laws of Canada: (A) at
the time such Investor was offered the Securities, the Investor was, and as of the date hereof is, an “accredited investor”
as defined in National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”) as promulgated by the Canadian
Securities Administrators, or is qualified to rely on another exemption from the prospectus requirements contained therein; and (B) if
the Investor, or any person for whom it is contracting hereunder, is a corporation or a partnership, syndicate, trust, association, or
any other form of unincorporated organization or organized group of persons, the Investor or such person was not created and is not being
used solely to permit purchases of or to hold securities without a prospectus in reliance on an exemption from Canadian prospectus requirements
(including but not limited to the “Minimum Investment Amount” exemption provided under section 2.10 of NI 45-106 or as an
accredited investor as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of NI 45-106) and
it pre-existed the offering of Securities and has a bona fide purpose other than investment in the Securities.
4.7
Intent. The Investor is purchasing the Securities solely for the Investor’s own account and not for the account of
others, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act or Canadian Securities
Laws, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation
of the Securities Act or Canadian Securities Laws without prejudice, however, to the Investor’s right at all times to sell or otherwise
dispose of all or any part of such Securities in compliance with all Applicable Securities Laws. Notwithstanding the foregoing, if the
Investor is purchasing the Securities as a fiduciary or agent for one or more investor accounts, the Investor has full investment discretion
with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein
on behalf of each owner of each such account. The Investor has no present arrangement to sell the Securities to or through any person
or entity. The Investor understands that the Securities may only be disposed of in compliance with United States federal and state Securities
Laws and Canadian Securities Laws or resold in the United States pursuant to a registration statement under the Securities Act or an available
exemption from registration or resold in Canada pursuant to a prospectus filed in accordance with Canadian Securities Laws or an available
exemption from the prospectus requirements. Nothing contained herein shall be deemed a representation or warranty by the Investor to hold
the Securities for any period of time.
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4.8
Investment Experience; Ability to Protect Its Own Interests and Bear Economic Risks. The Investor acknowledges that it can
bear the economic risk and complete loss of its investment in the Securities and has knowledge and experience in finance, securities,
taxation, investments and other business matters as to be capable of evaluating the merits and risks of investments of the kind described
in this Agreement and contemplated hereby, and the Investor has had an opportunity to seek, and has sought, such accounting, legal, business
and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that the Investor
(i) is a sophisticated investor, experienced in investing in private placements of equity securities and capable of evaluating investment
risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities
and (ii) has exercised independent judgment in evaluating its participation in the purchase of the Securities. The Investor acknowledges
that the Investor is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those
set forth in the Company’s filings with the SEC. Alone, or together with any professional advisor(s), the Investor has adequately
analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment
for the Investor. The Investor is, at this time and in the foreseeable future, able to afford the loss of the Investor’s entire
investment in the Securities and the Investor acknowledges specifically that a possibility of total loss exists.
4.9
Independent Investment Decision. The Investor understands that nothing in the Transaction Agreements or any other materials
presented by or on behalf of the Company to the Investor in connection with the purchase of the Securities constitutes legal, tax or investment
advice. The Investor has consulted such legal, tax and investment advisors as it, in such Investor’s sole discretion, has deemed
necessary or appropriate in connection with its purchase of the Securities.
4.10
Securities Not Registered; Transfer Restrictions; Legends.
(a)
The Investor acknowledges and agrees that the Securities are being offered in a transaction not involving any public offering within
the meaning of the Securities Act and are not being issued under a prospectus (as such term is defined in Canadian Securities Laws), and
the Investor understands that the Securities have not been registered under the Securities Act, by reason of their issuance by the Company
in a transaction exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held and
may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor unless a subsequent disposition thereof is registered
under the Securities Act, or is exempt from such
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registration or prospectus requirement, and in each case in accordance with any Applicable
Securities Laws. The Investor understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known
to it) promulgated under the Securities Act (and, for any Investor that is resident in a province or territory of Canada or is otherwise
subject to Canadian Securities Laws, under NI 45-106) depend on the satisfaction of various conditions including, but not limited to,
the time and manner of sale, the holding period and on requirements relating to the Company which are outside of the Investor’s
control and which the Company may not be able to satisfy, and that, if applicable, Rule 144 may afford the basis for sales only in limited
amounts. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer,
pledge or disposition of any of the Securities. The Investor acknowledges that the Company shall have no obligation to register any such
purported sale, transfer or disposition which violates Applicable Securities Laws. In connection with any transfer of the Securities other
than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of an Investor, the Company may require
the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company,
the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing
to be bound by the terms of this Agreement and shall have the rights and obligations of an Investor under this Agreement. The Investor
acknowledges that no federal or state agency, or any applicable Canadian securities regulatory authorities (“Canadian Commission”)
has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this
investment.
(b)
The Investor understands that any certificates or book entry notations evidencing the Securities may bear one or more legends in
substantially the following form and substance:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED
FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV)
THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF
DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”
(c)
For purposes of complying with Canadian Securities Laws, the Investor also understands and acknowledges
that: the following legend restriction notation applies to the Securities, the Securities will be issued via book entry DRS statement,
and this Section 4.10(c) will serve as written notice of such legend in accordance with NI 45-102:
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“UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 16, 2026.”
The investor further represents, warrants, acknowledges and agrees that the Securities will
only be resold (a) to a purchaser that is not resident in Canada or (b) on or through the facilities of an exchange or market outside
of Canada to a person that the Investor has no reason to believe is resident in Canada, and in all cases subject to Applicable Securities
Laws in the United States.
(d)
In addition, the Securities may contain a legend regarding affiliate status of the Investor, if applicable.
4.11
No General Solicitation. The Investor acknowledges and agrees that the Investor is purchasing the Securities directly from
the Company. The Investor became aware of this offering of the Securities solely by means of direct contact from the Company as a result
of a pre-existing, substantive relationship with the Company, and/or its respective advisors (including, without limitation, attorneys,
accountants, bankers, consultants and financial advisors), agents, control persons, representatives, Affiliates, directors, officers,
managers, members, and/or employees, and/or the representatives of such persons. The Securities were offered to Investor solely by direct
contact between Investor and the Company and/or its respective representatives. Investor did not become aware of this offering of the
Securities, nor were the Securities offered to Investor, by any other means, and none of the Company and/or its respective representatives
acted as investment advisor, broker or dealer to Investor. The Investor is not purchasing the Securities as a result of any general or
public solicitation or general advertising, or publicly disseminated advertisement, article, notice or other communication regarding the
Securities published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or presented at any
seminar or any other general solicitation or general advertisement, including any of the methods described in Section 502(c) of Regulation
D under the Securities Act.
4.12
Access to Information. In making its decision to purchase the Securities, such Investor has relied solely upon independent
investigation made by such Investor, upon the SEC Reports and upon the representations, warranties and covenants set forth herein. Such
Investor acknowledges and agrees that such Investor has received and has had an adequate opportunity to review such information as such
Investor deems necessary in order to make an investment decision with respect to the Securities, including, with respect to the Company.
Without limiting the generality of the foregoing, each Investor acknowledges that copies of the SEC Reports are available on EDGAR at
www.sec.gov. The Investor acknowledges and agrees that such Investor’s professional advisor(s), if any, have had the opportunity
to ask such questions, receive such answers and obtain such information from the Company regarding the Company, its business and the terms
and conditions of the offering of the Securities as the Investor and the Investor’s professional advisor(s), if any, have deemed
necessary to make an investment decision with respect to the Securities and that the Investor has independently made its own analysis
and decision to invest in the Company. Neither such inquiries nor any other due diligence investigation conducted by the Investor shall
modify, limit or otherwise affect the Investor’s right to rely on the Company’s representations and warranties contained in
this Agreement.
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4.13
Certain Trading Activities. Other than consummating the transaction contemplated hereby, the Investor has not, nor has any
Person acting on behalf of or pursuant to any understanding with the Investor, directly or indirectly executed any purchases or sales,
including Short Sales, of the securities of the Company during the period commencing as of the time that the Investor was first contacted
by the Company or any other Person regarding the transaction contemplated hereby and ending immediately prior to the date of this Agreement.
Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers
manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions
made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only
apply with respect to the portion of the assets managed by the portfolio manager that made the investment decision to purchase the Securities
covered by this Agreement. Furthermore, in the case of an Investor whose investment advisor utilized an information barrier with respect
to the information regarding the transactions contemplated hereunder after first being contacted by the Company or its representatives,
the representation set forth above shall only apply after the point in time when the portfolio manager who manages such Investor’s
assets was informed of the information regarding the transactions contemplated hereunder and, with respect to the Investor’s investment
advisor, the representation set forth above shall only apply with respect to any purchases or sales, including Short Sales, of the securities
of the Company on behalf of other funds or investment vehicles for which the Investor’s investment advisor is also an investment
advisor or sub-advisor after the point in time when the portfolio manager who manages the assets of such other funds or investment vehicles
for which the Investor’s investment advisor is also an investment advisor or sub-advisor was informed of the information regarding
the transactions contemplated hereunder. Other than to other Persons party to this Agreement and to its advisors and agents who had a
need to know such information, the Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein
shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or
securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.
4.14
Disqualification Event. To the extent the Investor is one of the covered persons identified in Rule 506(d)(1), the Investor
represents that no Disqualification Event is applicable to the Investor or any of its Rule 506(d) Related Parties (as defined below),
except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. The Investor hereby
agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to the Investor or
any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or
(d)(3) is applicable. For purposes of this Section 4.14, “Rule 506(d) Related Party” means a person or entity that
is a beneficial owner of the Investor’s securities for purposes of Rule 506(d) of the Securities Act.
4.15
Control Person and Associated Restrictions. The Investor is not a “control person” of the Company (within the
meaning of Applicable Securities Laws, and which generally includes a person holding or controlling (alone or jointly or in concert with
other persons) more than 20% of the Common Shares), and the purchase of the Securities contemplated by this Agreement will not result
in the Investor becoming a “control person”.
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5.
Covenants.
5.1
Further Assurances. Prior to the Closing, each party agrees to cooperate with each other and their respective officers,
employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary
to effectuate the intents and purposes of this Agreement, subject to the terms and conditions of this Agreement and compliance with applicable
law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other
parties hereto in complying with the terms of this Agreement. The Investor acknowledges that the Company will rely on the acknowledgments,
understandings, agreements, representations and warranties contained in this Agreement. Prior to the Closing, the Investor agrees to promptly
notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth in Section 4
of this Agreement are no longer accurate.
5.2
Listing. The Company shall use commercially reasonable efforts to maintain the listing and trading of its Common Shares
on the Nasdaq Capital Market and, in accordance therewith, will use reasonable best efforts to comply in all material respects with the
Company’s reporting, filing and other obligations under the rules and regulations of Nasdaq.
5.3
Disclosure of Transactions.
(a)
The Company shall, by the Disclosure Time, issue a press release and/or file with the SEC a Current Report on Form 8-K (including,
if applicable, all exhibits thereto, the “Disclosure Document”) disclosing (i) all material terms of the transactions
contemplated hereby and by the other Transaction Agreements and, if the Disclosure Document is a Current Report on Form 8-K, attaching
this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) any material non-public information
concerning the Company disclosed to the Investors. Following the issuance or filing of the Disclosure Document, no Investor shall be in
possession of any material non-public information concerning the Company disclosed to the Investors by the Company or its representatives.
The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactions.
In addition, unless it has already done so by filing the Disclosure Document, on or before the fourth (4th) Business Day following the
date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K disclosing all material terms of the transactions
contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the
name of any Investor or any of its Affiliates or advisors, or include the name of any Investor or any of its Affiliates or advisors in
any press release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or
any regulatory agency, without the prior written consent of the Investor, except (i) as required by the federal securities law in connection
with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements
with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by
law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Capital Market.
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5.4
Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the
Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section
2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities to the Investors, or that will be integrated with the offer or sale of the Securities
for purposes of the rules and regulations of any National Exchange such that it would require shareholder approval prior to the closing
of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.
5.5
Removal of Legends.
(a)
In connection with any sale, assignment, transfer or other disposition of the Shares by an Investor pursuant to Rule 144 or pursuant
to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor
with the requirements of this Agreement, if requested by the Investor by notice to the Company, the Company shall request the Transfer
Agent to remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such
book entry shares sold or disposed of without restrictive legends as soon as reasonably practicable following any such request therefor
from the Investor, provided that the Company has timely received from the Investor customary representations and other documentation reasonably
acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer Agent and its legal counsel
associated with such legend removal.
(b)
Subject to receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation
reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Initial Shares
or Pre-Funded Warrant Shares (i) have been registered under the Securities Act pursuant to an effective registration statement; (ii) have
been sold pursuant to Rule 144 (in which case the provisions of Section 5.5(a) shall apply), or (iii) are eligible for resale under
Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public information requirements under Rule
144(c)(1) (or any successor provision), the Company shall, in accordance with the provisions of this Section 5.5(b) and as soon
as reasonably practicable following any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation
referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry
for such book entry shares, and (B) cause its counsel to deliver to the Transfer Agent one or more opinions to the effect that the removal
of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal
of the legend in accordance with the provisions of this Agreement.
5.6
Withholding Taxes. Each Investor agrees to furnish the Company with any information, representations and forms as shall
reasonably be requested by the Company from time to time to assist the Company in complying with any applicable tax law (including any
withholding obligations).
5.7
Fees and Commissions. The Company shall be solely responsible for the payment of any placement agent’s fees, financial
advisory fees, or broker’s commissions (other than for Persons engaged by an Investor) relating to or arising out of the transactions
contemplated hereby.
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5.8
No Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment that would
conflict or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Agreements.
5.9
Indemnification.
(a)
The Company agrees to indemnify and hold harmless each Investor and its Affiliates, and their respective directors, officers, trustees,
members, managers, employees, investment advisors and agents (collectively, the “Indemnified Persons”), from and against
any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and
disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending
any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Indemnified Person may become
subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company
under the Transaction Agreements, and will reimburse any such Indemnified Person for all such amounts as they are incurred by such Indemnified
Person solely to the extent such amounts have been finally judicially determined not to have resulted
from such Indemnified Person’s fraud or willful misconduct.
(b)
Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate
counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person
unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to
assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such
person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect
to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel
at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf
of such person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not
relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely
affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not,
in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys
at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, which consent
shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement unless such
judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof the giving of a complete,
explicit and unconditional release from the party bringing such indemnified claims of all liability of the indemnified party in respect
of such claim or litigation in favor of, and (iii) does not include any admission of fault, culpability, wrongdoing or malfeasance by
or on behalf of, the indemnified party. No indemnified party will, except with the consent of the indemnifying party, which consent shall
not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement.
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5.10
Subsequent Equity Sales. From the date of this Agreement until the earlier of (a) forty-five (45) days after the Closing
Date and (b) the Business Day immediately following the effective date of the registration statement filed pursuant to the Registration
Rights Agreement, the Company shall not (A) issue Common Shares or Common Share Equivalents, (B) effect a reverse share split, recapitalization,
share consolidation, reclassification or similar transaction affecting the outstanding Common Shares or (C) file with the SEC a registration
statement under the Securities Act relating to any Common Shares or Common Share Equivalents, except pursuant to the terms of the Registration
Rights Agreement. Notwithstanding the foregoing, the provisions of this Section 5.10 shall not apply to (i) the issuance of the
Securities hereunder, (ii) the issuance of Common Shares or Common Share Equivalents upon the conversion, exercise or vesting of any securities
of the Company outstanding on the date of this Agreement or outstanding pursuant to clause (iii) below, (iii) the issuance of any Common
Shares or Common Share Equivalents pursuant to any Company share-based compensation plans or in accordance with Nasdaq Stock Market Rule
5635(c)(4), or (iv) the filing of a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities
on an equity incentive plan or employee share purchase plan.
5.11 Reservation
of Common Shares. As of the date of this Agreement, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue the Pre-Funded
Warrant Shares that are issuable upon the exercise of the Pre-Funded Warrants.
6.
Conditions of Closing.
6.1
Conditions to the Obligation of the Investors. The several obligations of each Investor to consummate the transactions to
be consummated at the Closing, and to purchase and pay for the Securities being purchased by it at the Closing pursuant to this Agreement,
are subject to the satisfaction or waiver in writing of the following conditions precedent:
(a)
Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct
in all material respects, except for those representations and warranties qualified by materiality or Material Adverse Effect, which shall
be true and correct in all respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such date,
except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or
warranty shall be true and correct in all material respects as of such earlier date, except for those representations and warranties qualified
by materiality or Material Adverse Effect, which shall be true and correct in all respects as of such earlier date.
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(b)
Performance. The Company shall have performed in all material respects the obligations and conditions herein required to
be performed or observed by the Company on or prior to the Closing Date.
(c)
No Injunction. The purchase of and payment for the Securities by each Investor shall not be prohibited or enjoined by any
law or governmental or court order or regulation and no such prohibition shall have been threatened in writing.
(d)
Consents. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary
for the consummation of the purchase and sale of the Securities, all of which shall be in full force and effect.
(e)
Transfer Agent. The Company shall have furnished all required materials to the Transfer Agent to reflect the issuance of
the Initial Shares at the Closing.
(f)
Adverse Changes. Since the date of this Agreement, no event or series of events shall have occurred that has had or would
reasonably be expected to have a Material Adverse Effect.
(g)
Opinion of Company Counsel. The Company shall have delivered to the Investors the opinions of each of Lowenstein Sandler
LLP, SEC counsel for the Company, and Fasken Martineau DuMoulin LLP, Canadian counsel for the Company, each dated as of the Closing Date,
in customary form and substance reasonably agreed upon by the Company and the Investors.
(h)
Compliance Certificate. An authorized officer of the Company shall have delivered to the Investors at the Closing Date a
certificate certifying that the conditions specified in Sections 6.1(a) (Representations and Warranties), 6.1(b) (Performance),
6.1(c) (No Injunction), 6.1(d)(Consents), 6.1(e) (Transfer Agent), 6.1(f) (Adverse Changes), 6.1(k) (Listing
Requirements) and 6.1(m) (No Injunction) of this Agreement have been fulfilled.
(i)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Investors at the Closing Date a
certificate certifying (i) the Articles and (ii) resolutions of the Board of Directors (or an authorized committee thereof) approving
this Agreement, the other Transaction Agreements, the transactions contemplated by this Agreement and the issuance of the Securities and
the Pre-Funded Warrant Shares.
(j)
Registration Rights Agreement. The Company shall have executed and delivered the Registration Rights Agreement in the form
attached hereto as Exhibit C (the “Registration Rights Agreement”) to the Investors.
(k)
Lock Up Agreements. The Company shall have caused to be delivered to the Company a lock-up agreement,
in form and substance reasonably acceptable to the Investors, duly executed by each of the Company’s executive officers
and directors.
(l)
Listing Requirements. No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental
or regulatory body with respect to public trading in the Common Shares. The Common Shares shall be listed on a National Exchange and shall
not have been suspended, as of the Closing Date, by the SEC or the National Exchange from trading thereon nor shall suspension by the
SEC or the National Exchange have been threatened, as of the Closing Date, in writing by the SEC or the National Exchange; and the Company
shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares and Nasdaq shall have raised
no objection to such notice and the transactions contemplated hereby as of the Closing Date.
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(m)
No Injunction. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate,
including any bankruptcy court or judge, or any order of or by any governmental entity, shall have been issued, and no action or proceeding
shall have been instituted by any governmental entity, enjoining or preventing the consummation of the transactions contemplated hereby
or in the other Transaction Agreements.
(n)
Payment. Except as may be agreed to among the Company and one or more Investors in
accordance with Section 2.2, the Company shall have received payment, by wire transfer of immediately available funds, in the full
amount of the purchase price for the number of Securities being purchased by each other Investor
at the Closing as set forth in Exhibit A.
6.2
Conditions to the Obligation of the Company. The obligation of the Company to consummate the transactions to be consummated
at the Closing, and to issue and sell to each Investor the Securities to be purchased by it at the Closing pursuant to this Agreement,
is subject to the satisfaction or waiver in writing of the following conditions precedent:
(a)
Representations and Warranties. The representations and warranties of each Investor in Section 4 hereto shall be
true and correct on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date and consummation
of the Closing shall constitute a reaffirmation by the Investor of each of the representations, warranties, covenants and agreements of
the Investor contained in this Agreement as of the Closing Date.
(b)
Performance. Each Investor shall have performed or complied with in all material respects all obligations and conditions
herein required to be performed or observed by such Investor on or prior to the Closing Date.
(c)
Injunction. The purchase of and payment for the Securities by each Investor shall not be prohibited or enjoined by any law
or governmental or court order or regulation.
(d)
Registration Rights Agreement. Each Investor shall have executed and delivered the Registration Rights Agreement to the
Company in the form attached as Exhibit C.
(e)
Canadian Accredited Investor Certificate. Each Investor resident in any province or territory of Canada or otherwise subject
to Canadian Securities Laws shall have executed and delivered the “Canadian Accredited Investor Certificate” and “Risk
Acknowledgement” (if applicable) in the form attached hereto as Exhibit D.
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(f)
Payment. Except as may be agreed to among the Company and such Investor in accordance
with Section 2.2, the Company shall have received payment, by wire transfer of immediately available funds, in the full amount
of the purchase price for the number of Securities being purchased by each Investor at the
Closing as set forth in Exhibit A.
7.
Termination.
7.1
Termination. The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing
shall terminate as follows:
(i)
Upon the mutual written consent of the Company and the Investors that agreed to purchase a majority of the Securities prior to
the Closing;
(ii)
By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not
have been waived by the Company;
(iii)
By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable
of fulfillment, and shall not have been waived by such Investor; or
(iv)
By either the Company or an Investor (with respect to itself only) if the Closing has not occurred on or prior to the fifth Business
Day following the date of this Agreement;
provided, however, that, in the case of clauses (ii)
and (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations,
warranties, covenants or agreements contained in the Transaction Agreements if such breach has resulted in the circumstances giving rise
to such party’s seeking to terminate its obligation to effect the Closing.
7.2
Notice. In the event of termination by the Company or the Investor of its obligations to effect the Closing pursuant to
Section 7.1, written notice thereof shall be given to the other Investors by the Company. Nothing in this Section 7 shall
be deemed to release any party from any liability for any breach by such party of the other terms and provisions of the Transaction Agreements
or to impair the right of any party to compel specific performance by any other party of its other obligations under the Transaction Agreements.
8.
Miscellaneous Provisions.
8.1
Public Statements or Releases. Except as set forth in Section 5.3, neither the Company nor any Investor shall make
any public announcement with respect to the existence or terms of this Agreement or the transactions provided for herein without the prior
consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, and subject to compliance
with Section 5.3, nothing in this Section 8.1 shall prevent any party from making any public announcement it considers necessary
in order to satisfy its obligations under the law, including applicable securities laws, or under the rules of any national securities
exchange or securities market, in which case the Company shall allow the Investors reasonable time to comment on such release or announcement
in advance of such issuance, and the Company will consider in good faith any Investor comments. The Company shall not include the name
of the Investor in any press release or public announcement (which, for the avoidance of doubt, shall not include any filing with the
SEC if so required by the applicable rules of the SEC) without the prior written consent of the Investors, except as otherwise required
by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company shall allow the
Investors, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance
of such issuance. Notwithstanding anything to the contrary in this Section 8.1, Investor review shall not be required for Company
disclosures that are substantially consistent with prior Company disclosures.
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8.2
Privacy. This Agreement requires the Investor to provide certain personal information to the Company. By accepting this
Agreement, the Company agrees that it will not collect any information about the Investor except that which is provided by the Investor
in this Agreement (collectively, the “Investor Information”). The Company also agrees that it will keep all Investor
Information confidential, and will use and disclose the Investor Information only for the purposes described below, unless (a) the Company
informs the Investor of a proposed use or disclosure of the Investor Information and the Investor consents; or (b) the use or disclosure
is permitted by law to be made without the consent of the Investor, or is required by law, or by the by-laws, rules, regulations or
policies or any regulatory organization governing the Company. By signing this Agreement, the Investor agrees that the Company may collect
and use the Investor Information for the following purposes and consents to the following: (c) the Company delivering to the Canadian
Commissions any personal information provided by Investor respecting itself including such Investor’s full name, residential address
and telephone number, the amount of securities purchased, the purchase price, the exemption relied on by the Investor and the date of
distribution, such information being collected indirectly by the Canadian Commissions under the authority granted to in Applicable Securities
Laws for the purposes of the administration and enforcement of Applicable Securities Laws in British Columbia, (d) to provide the Investor
with information; (e) completing the offering of Securities contemplated hereby, including without limitation, determining the Investor’s
eligibility to purchase the Securities under applicable securities legislation, preparing and registering certificates (or other evidence
of subscription and purchase) representing the Common Shares to be issued to the Investor, and to otherwise administer the Investor’s
investment in the Company in accordance with the terms of this Agreement; (f) for use and disclosure for income tax related purposes,
including without limitation, where required by law, disclosure to Canada Revenue Agency; (g) for disclosure to a governmental or other
authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative
to such disclosure; (h) for disclosure to professional advisers of the Company in connection with the performance of their professional
services; (i) for disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the Investor’s
prior written consent; (j) for disclosure to a court determining the rights of the parties under this Agreement; and (k) for use and disclosure
as otherwise required or permitted by law. The Investor acknowledges and consents to the Company retaining the personal information for
as long as permitted or required by applicable law or business practices. The Investor consents to the indirect collection of such information
by the Canadian Commissions and acknowledges that it may contact the following public official in British Columbia with respect to questions
about the British Columbia Securities Commission’s indirect collection of such information at the following address and telephone
number: British Columbia Securities Commission: P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y
1L2 Inquiries: (604) 899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: (604) 899-6581 Email: inquiries@bcsc.bc.ca.
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8.3
Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be
deemed to be given (a) when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic
mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business
Day, (c) three (3) days after having been sent by certified or registered mail, return-receipt requested and postage prepaid, or (d) one
(1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery,
with written verification of receipt:
(a)
If to the Company, addressed as follows:
Edesa Biotech, Inc.
100 Spy Court
Markham, ON, L3R 5H6 Canada
Attention: Chief Financial Officer
Email: [**]
with a copy (which shall not constitute notice):
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Attention: Steven M. Skolnick
Email: sskolnick@lowenstein.com
(b)
If to any Investor, at its address or e-mail address set forth on Exhibit A, or such address as subsequently modified by
written notice given in accordance with this Section 8.2.
Any Person may change the address to which notices
and communications to it are to be addressed by notification as provided for herein.
8.4
Consent to Electronic Notice. Each Investor hereby consents to the delivery of any shareholder notice pursuant to the methods
prescribed under Section 7 of the Business Corporations Act (British Columbia), at the e-mail address set forth below the Investor’s
name on the signature page or Exhibit A, as updated from time to time by notice to the Company. Each party agrees to promptly notify
the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.
8.5
Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or
regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes,
to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of
this Agreement shall remain binding upon the parties hereto.
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8.6
Governing Law; Submission to Jurisdiction; Venue; Waiver of Trial by Jury.
(a)
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to choice
of laws or conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction, except to the
extent that mandatory principles of British Columbia law may apply.
(b)
The Company and each of the Investors hereby irrevocably and unconditionally:
(i)
submits for itself and its property in any legal action or proceeding relating solely to this Agreement or the transactions contemplated
hereby, to the general jurisdiction of the any state court or United States Federal court sitting in the Borough of Manhattan, City of
New York in the State of New York;
(ii)
consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same to the extent permitted by applicable law;
(iii)
agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section
8.3 or at such other address of which the other party shall have been notified pursuant thereto;
(iv)
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced
in the foregoing clause (i) are not available despite the intentions of the parties hereto;
(v)
agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any
jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party
in the manner specified herein or as otherwise permitted by law;
(vi)
agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any
legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations
under this Agreement, to the extent permitted by law; and
(vii)
irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement.
8.7
Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or
more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or
as a waiver of any other term, provision or condition of this Agreement.
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8.8
Expenses. Except as expressly set forth in the Transaction Agreements to the contrary, each party shall pay its own out-of-pocket
fees and expenses, including the fees and expenses of attorneys, accountants and consultants employed by such party, incurred in connection
with the proposed investment in the Securities and the consummation of the transactions contemplated thereby; provided, however, that
the Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction
letter delivered by the Company), stamp taxes and other taxes (other than income taxes) and duties levied in connection with the delivery
of any Securities to the Investors.
8.9
Assignment. None of the parties may assign its rights or obligations under this Agreement or designate another person (i)
to perform all or part of its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement,
in each case without the prior written consent of (x) the Company, in the case of an Investor, and (y) the Investors, in the case of the
Company, provided that an Investor may, without the prior consent of the Company, assign its rights to purchase the Securities hereunder
to any of its Affiliates or to any other investment funds or accounts managed or advised by the investment manager who acts on behalf
of such Investor (provided each such assignee agrees to be bound by the terms of this Agreement and makes the same representations and
warranties set forth in Section 4 ). In the event of any assignment in accordance with the terms of this Agreement, the assignee
shall specifically assume and be bound by the provisions of this Agreement by executing a writing agreeing to be bound by and subject
to the provisions of this Agreement and shall deliver an executed counterpart signature page to this Agreement and, notwithstanding such
assumption or agreement to be bound hereby by an assignee, no such assignment shall relieve any party assigning any interest hereunder
from its obligations or liability pursuant to this Agreement.
8.10
Confidential Information.
(a)
Each Investor covenants that until such time as the transactions contemplated by this Agreement and any material non-public information
provided to such Investor are publicly disclosed by the Company in accordance with Section 5.3, such Investor will maintain the
confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction),
other than to such Investor’s outside attorney, accountant, auditor or investment advisor only to the extent necessary to permit
evaluation of the investment, and the performance of the necessary or required tax, accounting, financial, legal, or administrative tasks
and services and other than as may be required by law.
(b)
The Company may request from the Investors such reasonable and customary additional information as the Company may deem necessary
to evaluate the eligibility of the Investor to acquire the Securities, and the Investor shall promptly provide such information as may
reasonably be requested to the extent readily available; provided, that the Company agrees to keep any such information provided by the
Investor confidential, except (i) as required by the federal securities laws, rules or regulations and (ii) to the extent such disclosure
is required by other laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under the regulations
of Nasdaq. The Investor acknowledges that the Company may file a copy of this Agreement and the Registration Rights Agreement with the
SEC as exhibits to a periodic report or a registration statement of the Company.
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8.11
Third Parties. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties
to this Agreement any rights, remedies, claims, benefits, obligations or liabilities under or by reason of this Agreement, and no Person
that is not a party to this Agreement (including, without limitation, any partner, member, shareholder, director, officer, employee or
other beneficial owner of any party to this Agreement, in its own capacity as such or in bringing a derivative action on behalf of a party
to this Agreement) shall have any standing as a third party beneficiary with respect to this Agreement or the transactions contemplated
hereby, except as explicitly set forth in this Agreement. Notwithstanding the foregoing, the Indemnified Persons are intended third-party
beneficiaries of Section 5.9.
8.12
Independent Nature of Investors’ Obligations and Right. The obligations of each Investor under this Agreement are
several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance
obligations of any other Investor under this Agreement. Nothing contained herein, and no action taken by any Investor pursuant hereto,
shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert
or as a group, and the Company will not assert any such claim with respect to such obligations or the transactions contemplated by this
Agreement. The Company acknowledges and each Investor confirms that it has independently participated in the negotiation of the transaction
contemplated hereby with the advice of its own counsel and advisors. Each Investor also acknowledges that Lowenstein Sandler LLP has not
rendered legal advice to such Investor. Each Investor shall be entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional
party in any proceeding for such purpose. The Company has elected to provide all Investors with the same terms and Transaction Agreements
for the convenience of the Company and not because it was required or requested to do so by any Investor.
8.13
Headings. The titles, subtitles and headings in this Agreement are for convenience of reference and shall not form part
of, or affect the interpretation of, this Agreement.
8.14
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided
that a facsimile or pdf signature including any electronic signatures complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com
shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were
an original, not a facsimile or pdf (or other electronic reproduction of a) signature.
8.15
Entire Agreement; Amendments. This Agreement and the other Transaction Agreements (including all schedules and exhibits
hereto and thereto), together with any side letter agreements with any of the Investors, constitute the entire agreement between the parties
hereto respecting the subject matter of this Agreement and supersedes all prior agreements, negotiations, understandings, representations
and statements respecting the subject matter of this Agreement, whether written or oral. No amendment, modification, alteration, or change
in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in writing and duly executed by the
Company and the Investors of at least a majority in interest of the Securities then held by the Investors, provided that prior to the
Closing the consent of all Investors shall be required Notwithstanding the foregoing, this Agreement may not be amended and the observance
of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such
amendment or waiver applies to all Investors in the same fashion. The Company, on the one hand, and each Investor, on the other hand,
may by an instrument signed in writing by such parties waive the performance, compliance or satisfaction by such Investor or the Company,
respectively, with any term or provision of this Agreement or any condition hereto to be performed, complied with or satisfied by such
Investor or the Company, respectively.
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8.16
Survival. The covenants, representations and warranties made by each party hereto contained in this Agreement shall survive
the Closing and the delivery of the Securities in accordance with their respective terms. Each Investor shall be responsible only for
its own representations, warranties, agreements and covenants hereunder.
8.17
Contract Interpretation. This Agreement is the joint product of each Investor and the Company and each provision of this
Agreement has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against
any party hereto.
8.18
Arm’s Length Negotiations. For the avoidance of doubt, the parties acknowledge and confirm that the terms and conditions
of the Securities were determined as a result of arm’s-length negotiations.
[Remainder of Page Intentionally Left Blank.]
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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.
COMPANY:
EDESA BIOTECH, INC.
By:
Name: Pardeep Nijhawan
Title: Chief Executive Officer
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.
INVESTOR:
[NAME]
By:
Name:
Title:
Number of Initial Shares: ______
Number of Pre-Funded Warrants:_____
Address:
Email:
EXHIBIT A
INVESTORS
A-1
EXHIBIT B
FORM OF PRE-FUNDED WARRANT
B-1
EXHIBIT C
FORM OF REGISTRATION RIGHTS AGREEMENT
C-1
EXHIBIT D
CANADIAN ACCREDITED INVESTOR CERTIFICATE
D-1
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: exh_102.htm · Sequence: 3
Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of June 10, 2026, is entered into by and among Edesa Biotech, Inc., a British Columbia corporation (the “Company”),
and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective
permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WHEREAS:
A.
Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed
to issue to the Investors, and the Investors have agreed to purchase, severally and not jointly, an aggregate of up to $3.5 million
of (x) common shares (the “Initial Shares”) of the Company, no par value per share (the “Common Shares”),
and/or (y) pre-funded warrants to purchase shares of Common Shares (the “Pre-Funded Warrants”), in each case, pursuant
to the Purchase Agreement. The Initial Shares and the Common Shares issuable upon exercise of the Pre-Funded Warrants, without giving
effect to any limitations on exercise of the Pre-Funded Warrants, and assuming all of the pre-funded warrants are exercised for cash,
are collectively referred to herein as the “Shares.”
B.
To induce the Investors to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under
the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “Securities Act”), and applicable state securities laws.
NOW, THEREFORE, in consideration of the promises
and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Investors hereby agree as follows:
1. DEFINITIONS.
For purposes of this Agreement, the following terms shall
have the following meanings:
(a)
“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock
company, trust, unincorporated association, joint venture or any other entity or organization.
(b)
“Prospectus” means (i) the prospectus included in any Registration Statement, as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration
Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated
by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities Act, relating
to the terms of the offering of any portion of the Registrable Securities.
(c)
“Register,” “Registered,” and “Registration” refer to a registration effected
by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and providing for offering
securities on a continuous basis, and the declaration or ordering of effectiveness of such registration statement(s) by the U.S. Securities
and Exchange Commission (the “SEC”).
(d)
“Registrable Securities” means the Shares and any Common Shares issued or issuable with respect to the Shares
as a result of any share split or subdivision, share dividend, recapitalization, exchange or similar event. Registrable Securities shall
cease to be Registrable Securities upon the earliest to occur of (A) the date on which the Investors shall have resold all the Registrable
Securities covered by the Registration Statement and (B) the date such securities become eligible for resale without registration and
without regard to any volume or manner-of-sale limitations by reason of Rule 144 and without the requirement for the Company to be in
compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect.
(e)
“Registration Expenses” means all registration and filing fee expenses incurred by the Company in effecting
any registration pursuant to this Agreement, including (i) all registration, qualification, and filing fees, printing expenses, and any
other fees and expenses associated with filings required to be made with the SEC, the Financial Industry Regulatory Authority, Inc. or
any other regulatory authority, (ii) all fees and expenses in connection with compliance with or clearing the Registrable Securities for
sale under any securities or “Blue Sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile
and delivery expenses, and (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants
of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance).
(f)
“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the
SEC under the Securities Act, that Registers Registrable Securities, including the related Prospectus, amendments and supplements to such
registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such
registration statement as may be necessary to comply with applicable securities laws. “Registration Statement” shall also
include a New Registration Statement, as amended when each became effective, including all documents filed as part thereof or incorporated
by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC.
(g)
“Required Investors” means the Investors holding a majority of the Registrable Securities outstanding from time
to time.
(h)
“Selling Expenses” means all underwriting discounts and selling commissions applicable to the sale of Registrable
Securities and all similar fees and commissions relating to the Investors’ disposition of the Registrable Securities.
2. REGISTRATION.
(a)
Mandatory Registration. The Company shall, as promptly as reasonably practicable and in any event no later than 45
days after the Closing Date (the “Filing Deadline”), prepare and file with the SEC an initial Registration Statement
(the “Initial Registration Statement”) covering the resale of all Registrable Securities. Before filing the Registration
Statement, the Company shall furnish to the Investors a copy of the Registration Statement. The Investors and their counsel shall have
at least three (3) Business Days prior to the anticipated filing date of a Registration Statement to review and comment upon such Registration
Statement and any amendment or supplement to such Registration Statement and any related Prospectus, prior to its filing with the SEC.
Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto
as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated
thereunder (including Rule 416), such indeterminate number of additional Common Shares resulting from share splits, share dividends or
similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any Common Shares or other
securities for the account of any other holder of securities of the Company without the prior written consent of the Required Investors.
The Company shall (x) use commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments
as the Investor or its counsel reasonably propose, and (y) not file any Registration Statement or Prospectus or any amendment or supplement
thereto containing information regarding an Investor to which such Investor reasonably objects, unless such information is required to
comply with any applicable law or regulation. The Investors shall furnish all information reasonably requested by the Company and as shall
be reasonably required in connection with any registration referred to in this Agreement.
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(b)
Effectiveness. The Company shall use its reasonable best efforts to have the Initial Registration Statement and any
amendment declared effective by the SEC at the earliest possible date but no later than the earlier of (a) the 90th calendar day following
the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial
Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier)
by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness
Deadline”), provided, however, that following the Filing Deadline, the Effectiveness Deadline shall be extended by the same
number of Business Days on which the SEC remains closed in the event of a government shutdown resulting in the SEC’s inability to
review or declare effective the Initial Registration Statement during such time. The Company shall notify the Investor by e-mail as promptly
as practicable, and in any event, within 24 hours, after the Registration Statement is declared effective or is supplemented and shall
provide the Investor with copies of any Prospectus to be used in connection with the sale or other disposition of the securities covered
thereby. The Company shall use reasonable best efforts to keep the Initial Registration Statement continuously effective pursuant to Rule
415 promulgated under the Securities Act and available for the resale by the Investors of all of the Registrable Securities covered thereby
at all times until the earliest to occur of the following events: (i) the date on which the Investors shall have resold all the Registrable
Securities covered thereby; and (ii) the date on which the Registrable Securities may be resold by the Investors without registration
and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in
compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect
(the “Registration Period”). The Initial Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
(c)
Sufficient Number of Shares Registered. In the event the number of shares available under the Initial Registration
Statement at any time is insufficient to cover the Registrable Securities, the Company shall, to the extent necessary and permissible,
amend the Initial Registration Statement or file a new registration statement (together with any prospectuses or prospectus supplements
thereunder, a “New Registration Statement”), so as to cover all of such Registrable Securities as soon as reasonably
practicable, but in any event not later than ten Business Days after the necessity therefor arises (the “New Registration Filing
Deadline”). The Company shall use its reasonable best efforts to have such amendment and/or New Registration Statement
become effective as soon as reasonably practicable following the filing thereof but no later than the earlier of (a) the 90th calendar
day following the initial filing date of the New Registration Statement if the SEC notifies the Company that it will “review”
the New Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever
is earlier) by the SEC that the New Registration Statement will not be “reviewed” or will not be subject to further review
(the earlier of such dates, the “New Registration Effectiveness Deadline”), provided, however, that following the New
Registration Filing Deadline, the New Registration Effectiveness Deadline shall be extended by the same number of Business Days on which
the SEC remains closed in the event of a government shutdown resulting in the SEC’s inability to review or declare effective the
New Registration Statement during such time. The provisions of Section 2(a) and (b) shall apply to the New Registration
Statement, except as modified hereby.
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(d)
Allowable Delays. On no more than two occasions and for not more than 60 consecutive days or for a total of not more
than 90 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration
Statement, or suspend the use of any Prospectus, in the event that the Company or Board of Directors determines, in good faith and upon
advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning
the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company
or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus
shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an
“Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement
of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public
information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration
Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as
practicable.
(e)
Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities
in any Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under
the Securities Act (provided, however, the Company shall be obligated to use reasonable best efforts to advocate with the SEC for the
registration of all of the Registrable Securities) or requires any Investor to be named as an “underwriter,” the Company shall
(i) promptly notify each holder of Registrable Securities thereof and (ii) make commercially reasonable efforts to persuade the SEC that
the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the
issuer” as defined in Rule 415 and that none of the Investors is an “underwriter.” The Investors shall have the
right to select one legal counsel, which counsel shall be selected by the Required Investors, to review and oversee any registration or
matters pursuant to this Section 2(e), including participation in any meetings or discussions with the SEC regarding the SEC’s
position and to comment on any written submission made to the SEC with respect thereto. No such written submission with respect to this
matter shall be made to the SEC to which any Investor’s counsel reasonably objects. In the event that, despite the Company’s
reasonable best efforts and compliance with the terms of this Section 2(e), the SEC refuses to alter its position, the Company
shall (i) remove from such Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”)
and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may
require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”);
provided, however, that the Company shall not name any Investor as an “underwriter” in such Registration Statement without
the prior written consent of such Investor (provided that, in the event an Investor withholds such consent, the Company shall have no
obligation hereunder to include any Registrable Securities of such Investor in any Registration Statement covering the resale thereof
until such time as the SEC no longer requires such Investor to be named as an “underwriter” in such Registration Statement
or such Investor otherwise consents in writing to being so named). Any cut-back imposed on the Investors pursuant to this Section 2(e)
shall be allocated among the Investors on a pro rata basis and shall be applied first to any of the Registrable Securities of such Investor
as such Investor shall designate, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree.
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3. RELATED COMPANY OBLIGATIONS.
With respect to the Registration Statement and whenever
any Registrable Securities are to be Registered pursuant to Section 2, including on the Initial Registration Statement or on any
New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
(a)
Notifications. The Company will promptly notify the Investors of the time when any subsequent amendment to the Initial Registration
Statement or any New Registration Statement, other than documents incorporated by reference, has been filed with the SEC and/or has become
effective or where a receipt has been issued therefor or any subsequent supplement to a Prospectus has been filed and of any request by
the SEC for any amendment or supplement to the Registration Statement, any New Registration Statement or any Prospectus or for additional
information regarding the Investors.
(b)
Amendments. The Company will prepare and file with the SEC any amendments, post-effective amendments or supplements to the
Initial Registration Statement, any New Registration Statement or any Prospectus, as applicable, that, (x) as may be necessary to keep
such Registration Statement effective for the Registration Period and to comply with the provisions of the Securities Act and the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the distribution of all of the Registrable Securities
covered thereby, or (y) in the reasonable opinion of the Investors and the Company, as may be necessary or advisable in connection with
any acquisition or sale of Registrable Securities by the Investors.
(c)
Investor Review. The Company will not file any amendment or supplement to the Registration Statement, any New Registration
Statement or any Prospectus, other than documents incorporated by reference, relating to the Investors, the Registrable Securities or
the transactions contemplated hereby unless (A) the Investors and their counsel shall have been advised and afforded the opportunity to
review and comment thereon at least three (3) Business Days prior to filing with the SEC and (B) the Company shall have given reasonable
due consideration to any comments thereon received from the Investors or their counsel.
(d)
Copies Available. The Company will furnish, upon request, to any Investor whose Registrable Securities are included in any
Registration Statement and its counsel copies of the Initial Registration Statement, any Prospectus thereunder (including all documents
incorporated by reference therein), any Prospectus supplement thereunder, any New Registration Statement and all amendments to the Initial
Registration Statement or any New Registration Statement that are filed with the SEC during the Registration Period (including all documents
filed with or furnished to the SEC during such period that are deemed to be incorporated by reference therein), each letter written by
or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC,
in each case relating to such Registration Statement (other than any portion thereof which contains information for which the Company
has sought confidential treatment) and such other documents as Investor may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by Investor that are covered by such Registration Statement,
in each case as soon as reasonably practicable upon such Investor’s request and in such quantities as such Investor may from time
to time reasonably request; provided, however, that the Company shall not be required to furnish any document to the Investor to the extent
such document is available on EDGAR.
5
(e)
Notification of Stop Orders; Material Changes. The Company shall use commercially reasonable efforts to (i) prevent the
issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order
as soon as practicable. The Company shall advise the Investors promptly (but in no event later than 24 hours) and shall confirm such advice
in writing, in each case: (i) of the Company’s receipt of notice of any request by the SEC or any other federal or state governmental
authority for amendment of or a supplement to the Registration Statement or any Prospectus or for any additional information; (ii) of
the Company’s receipt of notice of the issuance by the SEC or any other federal or state governmental authority of any stop order
suspending the effectiveness of the Initial Registration Statement or prohibiting or suspending the use of any Prospectus or Prospectus
supplement, or any New Registration Statement, or of the Company’s receipt of any notification of the suspension of qualification
of the Registrable Securities for offering or sale in any jurisdiction or the initiation or contemplated initiation of any proceeding
for such purpose; and (iii) of the Company becoming aware of the happening of any event, which makes any statement of a material fact
made in any Registration Statement or any Prospectus untrue or which requires the making of any additions to or changes to the statements
then made in any Registration Statement or any Prospectus in order to state a material fact required by the Securities Act to be stated
therein or necessary in order to make the statements then made therein (in the case of any Prospectus, in light of the circumstances under
which they were made) not misleading, or of the necessity to amend any Registration Statement or any Prospectus to comply with the Securities
Act or any other law. The Company shall not be required to disclose to the Investors the substance of specific reasons of any of the events
set forth in clauses (i) through (iii) of the immediately preceding sentence (each, a “Suspension Event”), but rather,
shall only be required to disclose that the event has occurred. If at any time the SEC, or any other federal or state governmental authority
shall issue any stop order suspending the effectiveness of any Registration Statement or prohibiting or suspending the use of any Prospectus
or Prospectus supplement, the Company shall use its reasonable best efforts to obtain the withdrawal of such order at the earliest practicable
time. The Company shall furnish to the Investors, without charge, a copy of any correspondence from the SEC or the staff of the SEC, or
any other federal or state governmental authority to the Company or its representatives relating to the Initial Registration Statement,
any New Registration Statement or any Prospectus, or Prospectus supplement as the case may be. In the event of a Suspension Event set
forth in clause (iii) of the second sentence of this Section 3(e), the Company will use its commercially reasonable efforts to
publicly disclose such event as soon as reasonably practicable, or otherwise resolve the matter such that sales under Registration Statements
may resume; provided, however, that if the Company has a bona fide business purpose for not making such information public, the Company
may suspend the use of all Registration Statements for up to 60 consecutive calendar days; provided, further, that the Company may not
suspend the use of all Registration Statements more than twice, or for more than 90 total calendar days, in each case during any twelve-month
period.
(f)
Confirmation of Effectiveness. If reasonably requested by an Investor at any time in respect of any Registration Statement,
the Company shall deliver to such Investor a written confirmation (email being sufficient) from Company’s counsel of whether or
not the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance
of a stop order) and whether or not such Registration Statement is currently effective and available to the Company for resale of Registrable
Securities.
(g)
Listing. The Company shall use its reasonable best efforts to cause all Registrable Securities covered by a Registration
Statement to be listed on the Nasdaq Capital Market.
(h)
Compliance. The Company shall otherwise use best efforts to comply with all applicable rules and regulations of the SEC
under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final prospectus,
including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the Investor
in writing if, at any time during the Registration Period, the Company does not satisfy the conditions specified in Rule 172 and, as a
result thereof, the Investor is required to deliver a prospectus in connection with any disposition of Registrable Securities and take
such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder, and make available
to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement
covering a period of at least 12 months, beginning after the effective date of each Registration Statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection
3(h), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes
the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s
fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter).
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(i)
Blue-Sky. The Company shall use its reasonable best efforts to register or qualify or cooperate with the Investor and their
counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities
or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required
in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise
be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
(j)
Rule 144. With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any
other rule or regulation of the SEC that may at any time permit the Investors to sell Common Shares to the public without registration,
the Company covenants and agrees to: (i) make and keep adequate current public information available, as those terms are understood
and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be sold
without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as there
are no longer Registrable Securities; (ii) file with the SEC in a timely manner all reports and other documents required of the Company
under the Exchange Act; and (iii) furnish electronically to each Investor upon request, as long as such Investor owns any Registrable
Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a
copy of or electronic access to the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such
other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the
selling of any such Registrable Securities without registration.
(k)
Cooperation. The Company shall cooperate with the holders of the Registrable Securities to facilitate the timely preparation
and delivery of certificates or uncertificated shares representing the Registrable Securities to be sold pursuant to such Registration
Statement or Rule 144 free of any restrictive legends and representing such number of Common Shares and registered in such names as the
holders of the Registrable Securities may reasonably request to the extent permitted by such Registration Statement or Rule 144 to effect
sales of Registrable Securities ; for the avoidance of doubt, the Company may satisfy its obligations hereunder without issuing physical
share certificates through the use of The Depository Trust Company’s Direct Registration System.
4. OBLIGATIONS OF THE INVESTORS.
(a)
Investor Information. Each Investor shall provide a completed Investor Questionnaire in the form attached hereto as Exhibit
B in connection with the registration of the Registrable Securities. If the Company has not received such completed Questionnaire
from an Investor within three Business Days of the Company’s request, the Company may file the Registration Statement without including
such Investor’s Registrable Securities.
(b)
Suspension of Sales. Each Investor, severally and not jointly with any other Investor, agrees that, upon receipt of any
notice from the Company of the existence of an Allowed Delay or a Suspension Event as set forth in Section 3(e), the Investor will
promptly discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities
until the Investor's receipt of a notice from the Company confirming the resolution of such Allowed Delay or Suspension Event and that
such dispositions may again be made; provided, for the avoidance of doubt, that the foregoing shall not limit the right of the Investor
to sell or otherwise dispose of the Registrable Securities pursuant to Rule 144 or any other exemption from the registration requirements
of the Securities Act or to settle a transaction pursuant to a Registration Statement as to which a contract for such sale was entered
into prior to such Investor’s receipt of the notice from the Company of the existence of the Allowed Delay or Suspension Event.
The Company shall cause its transfer agent to deliver unlegended Common Shares to a transferee of an Investor in accordance with any sale
of Registrable Securities pursuant to a Registration Statement with respect to which such Investor has entered into a contract for sale
prior to such Investor’s receipt of the notice from the Company of the existence of the Allowed Delay or Suspension Event.
7
(c)
Investor Cooperation. Each Investor, severally and not jointly with any other Investor, agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration
Statement or New Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude
all of its Registrable Securities from such Registration Statement.
5. EXPENSES OF REGISTRATION.
All Registration Expenses incurred in connection with
registrations pursuant to this Agreement shall be borne by the Company. All Selling Expenses relating to securities registered on behalf
of the Investors shall be borne by the Investors pro rata on the basis of the number of Registrable Securities so registered.
6. INDEMNIFICATION.
(a)
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investors, each
Person, if any, who controls the Investors, the members, the directors, officers, partners, employees, members, managers, agents, representatives
and advisors of the Investors and each Person, if any, who controls the Investors within the meaning of the Securities Act or the Exchange
Act (each, an “Indemnified Person”), against any losses, obligation, claims, damages, liabilities, contingencies, judgments,
fines, penalties, charges, costs (including, without limitation, court costs and costs of preparation), reasonable and documented attorneys’
fees, amounts paid in settlement or reasonable and documented expenses, (collectively, “Claims”) reasonably incurred
in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing
by or before any court or governmental, administrative or other regulatory agency or body or the SEC, whether pending or threatened, whether
or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration
Statement, any preliminary prospectus or final prospectus, or any amendment or supplement thereof, or (ii) any violation or alleged violation
by the Company or any of its subsidiaries of the Securities Act, Exchange Act or any other state securities or other “blue sky”
laws of any jurisdiction in which Registrable Securities are offered or any rule or regulation promulgated thereunder applicable to the
Company or its agents and relating to action or inaction required of the Company in connection with such registration of the Registrable
Securities (the matters in the foregoing clauses (i) and (ii) being, collectively, “Violations”). The Company
shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable out-of-pocket
legal fees or other reasonable and documented expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to
a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by the Investors or such Indemnified Person specifically for use in such Registration Statement or
prospectus and was reviewed and approved in writing by such Investor or such Indemnified Person expressly for use in connection with the
preparation of any Registration Statement, any prospectus or any such amendment thereof or supplement thereto, if in each case if the
foregoing was timely made available by the Company; (B) with respect to any superseded prospectus, shall not inure to the benefit of any
such Person from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the
benefit of any other Indemnified Person) if the untrue statement or omission of material fact contained in the superseded prospectus was
corrected in the revised prospectus, as then amended or supplemented, and the Indemnified Person was promptly advised in writing not to
use the outdated, defective or incorrect prospectus prior to the use giving rise to a Violation; (C) shall not be available to the extent
such Claim is based on a failure of the Indemnified Person to deliver, or cause to be delivered, if required the prospectus to the Persons
asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale
of Registrable Securities; and (D) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the
prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer
of the Registrable Securities by the Investor pursuant to Section 8.
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(b)
In connection with the Initial Registration Statement, any New Registration Statement or any prospectus, the Investors, severally
and not jointly, agree to indemnify, hold harmless and defend, the Company, each of its directors, each of its officers who signed the
Initial Registration Statement or signs any New Registration Statement, each Person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act (each, an “Indemnified Party”), against any losses, claims, damages, liabilities
and expenses (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement or omission or alleged
omission of any material fact contained in any Registration Statement, in each case to the extent, and only to the extent, that such violation
occurs in reliance upon and in conformity with information about an Investor furnished in writing by such Investor to the Company and
reviewed and approved in writing by such Investor or such Indemnified Person expressly for use in connection with the preparation of the
Registration Statement, any New Registration Statement, any prospectus or any such amendment thereof or supplement thereto. In no event
shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor
in connection with any claim relating to this Section 6 and the amount of any damages such Investor has otherwise been required
to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included
in such Registration Statement giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by any
Investor pursuant to Section 8.
(c)
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement
of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be,
and upon such notice, the indemnifying party shall not be liable to the Indemnified Person or the Indemnified Party for any legal or other
expenses subsequently incurred by the Indemnified Person or the Indemnified Party in connection with the defense thereof; provided, however,
that an Indemnified Person or Indemnified Party (together with all other Indemnified Persons and Indemnified Parties that may be represented
without conflict by one counsel) shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of
the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate with the indemnifying party in connection with any negotiation or defense of any such action
or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified
Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party
shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent
of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise unless
such judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof the giving of a
complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the Indemnified Party
or Indemnified Person in respect to or arising out of such claim or litigation in favor of, and (iii) does not include any admission of
fault, culpability, wrongdoing or malfeasance by or on behalf of, the Indemnified Party or Indemnified Person. Following indemnification
as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to
deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that
the indemnifying party is prejudiced in its ability to defend such action.
9
(d)
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or Indemnified Damages are incurred. Any Person receiving a payment
pursuant to this Section 6 which Person is later determined to not be entitled to such payment shall return such payment (including
reimbursement of expenses) to the person making it.
(e)
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to the law.
7. CONTRIBUTION.
To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller
of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution
by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds (net of all expenses paid by such holder
in connection with any claim relating to this Section 7 and the amount of any damages such holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by such seller from the sale of such
Registrable Securities giving rise to such contribution obligation.
10
8. ASSIGNMENT OF REGISTRATION RIGHTS.
The Company shall not assign
this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of
the Required Investors; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing
or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another
Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed
the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable
Securities” shall be deemed to include the securities received by the Investor in connection with such transaction unless such securities
are otherwise freely tradable by the Investor after giving effect to such transaction, and the prior written consent of the Required Investors
shall not be required for such transaction.
An Investor may transfer or
assign its rights hereunder, in whole or from time to time in part, to one or more Persons in connection with the transfer of Registrable
Securities (including Registrable Securities issuable upon exercise of Pre-Funded Warrants) by such Investor to such Person, provided that
such Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of
assignment to the Company promptly after such assignment is effected, and such Person agrees in writing to be bound by all of the provisions
contained herein.
The provisions
of this Agreement shall be binding upon and inure to the benefit of the Investor and its successors and permitted assigns.
9. AMENDMENTS AND WAIVERS.
The provisions of this Agreement, including the provisions
of this sentence, may be amended, modified or supplemented, or waived only by a written instrument executed by (i) the Company and (ii)
the Required Investors, provided that (1) any party may give a waiver as to itself, (2) any amendment, modification, supplement or waiver
that disproportionately and adversely affects the rights and obligations of any Investor relative to the comparable rights and obligations
of the other Investors shall require the prior written consent of such adversely affected Investor or each Investor, as applicable, and
(3) any amendments to Section 6 or to the definitions of “Filing Deadline,” “Effectiveness Deadline,” or
“Registration Period” shall require the written consent of each Investor. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of one or more Investors and that
does not adversely directly or indirectly affect the rights of other Investors may be given by Investors holding all of the Registrable
Securities to which such waiver or consent relates.
10. MISCELLANEOUS.
(a)
Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be
deemed to be given (a) when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic
mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business
Day, (c) three days after having been sent by certified or registered mail, return-receipt requested and postage prepaid, or (d) one Business
Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written
verification of receipt:
11
i.
If to the Company, addressed as follows:
Edesa Biotech, Inc.
100 Spy Court
Markham, ON, L3R 5H6 Canada
Attention: Chief Financial Officer
Email: [**]
with a copy (which shall not constitute notice):
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Attention: Steven M. Skolnick
Email: sskolnick@lowenstein.com
ii.
If to any Investor, at its e-mail address or address set forth on its signature page to the Purchase Agreement or to such e-mail
address, or address as subsequently modified by written notice given in accordance with this Section 10.
Any Person may change the address to which notices and
communications to it are to be addressed by notification as provided for herein.
(b)
Consent to Electronic Notice. Each Investor hereby consents to the delivery of any shareholder notice pursuant to the methods
prescribed under Section 7 of the Business Corporations Act (British Columbia) at the e-mail address set forth below the Investor’s
name on the signature page or Exhibit A, as updated from time to time by notice to the Company. To the extent that any notice given
by means of electronic mail is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until
a new or corrected e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have
been given. Each party agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall
not affect the foregoing.
(c)
Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or
more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or
as a waiver of any other term, provision or condition of this Agreement.
(d)
Governing Law. The provisions of Section 8.5 of the Purchase Agreement are incorporated by reference herein mutatis
mutandis.
(e)
Headings. The titles, subtitles and headings in this Agreement are for convenience of reference and shall not form part
of, or affect the interpretation of, this Agreement.
(f)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided
that a facsimile or pdf signature including any electronic signatures complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com
shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were
an original, not a facsimile or pdf (or other electronic reproduction of a) signature.
12
(g)
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
(h)
Contract Interpretation. This Agreement is the joint product of each Investor and the Company and each provision hereof
has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party
hereto.
(i)
No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any Person other than
the parties to this Agreement any rights, remedies, claims, benefits, obligations or liabilities under or by reason of this Agreement,
and no Person that is not a party to this Agreement (including, without limitation, any partner, member, shareholder, director, officer,
employee or other beneficial owner of any party to this Agreement, in its own capacity as such or in bringing a derivative action on behalf
of a party to this Agreement) shall have any standing as a third party beneficiary with respect to this Agreement or the transactions
contemplated hereby.
(j)
Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or
regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes,
to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of
this Agreement shall remain binding upon the parties hereto.
(k)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company covenants, agrees
and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall
be had against any current or future director, officer, employee, shareholder, general or limited partner or member of the Investors or
of any affiliates or assignees thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue
of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall
attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, shareholder, general or limited
partner or member of the Investors or of any affiliates or assignees thereof, as such for any obligation of the Investors under this Agreement
or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such
obligations or their creation.
(l)
Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach
of this Agreement, each Investor shall be entitled to specific performance of the agreements and obligations of the Company hereunder
and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.
(m)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
[Signature Page Follows]
13
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first written above.
COMPANY:
EDESA BIOTECH, INC.
By:
Name: Pardeep Nijhawan
Title: Chief Executive Officer
[Signature Page to Registration Rights Agreement]
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of date first written above.
INVESTOR:
[NAME]
By:
Name:
Title:
[Signature Page to Registration Rights Agreement]
Exhibit A
PLAN OF DISTRIBUTION
The selling shareholders, which as used herein includes donees, pledgees, transferees or other
successors-in-interest selling common shares or interests in common shares received after the date of this prospectus from a selling shareholder
as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all
of their common shares or interests in common shares on any stock exchange, market or trading facility on which the shares are traded
or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related
to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling shareholders may use any one or more of the following methods when disposing of
shares or interests therein:
• distributions to members, partners, shareholders or other equityholders of the selling shareholders;
• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
• block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block
as principal to facilitate the transaction;
• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
• an exchange distribution in accordance with the rules of the applicable exchange;
• privately negotiated transactions;
• short sales and settlement of short sales entered into after the effective date of the registration statement of which this prospectus
is a part;
• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
• broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
• a combination of any such methods of sale; and
• any other method permitted pursuant to applicable law.
The selling shareholders may, from time to time, pledge or grant a security interest in some
or all of the common shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the common shares, from time to time, under this prospectus, or under an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of selling shareholders to include the pledgee,
transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the
common shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling shareholders
for purposes of this prospectus.
1
In connection with the sale of our common shares or interests therein, the selling shareholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the
common shares in the course of hedging the positions they assume. The selling shareholders may also sell our common shares short and deliver
these securities to close out their short positions, or loan or pledge the common shares to broker-dealers that in turn may sell these
securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of
shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).
The aggregate proceeds to the selling shareholders from the sale of the common shares offered
by them will be the purchase price of the common shares less discounts or commissions, if any. Each of the selling shareholders reserves
the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common
shares to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the pre-funded
warrants by payment of cash, however, we will receive the exercise price of the pre-funded warrants.
The selling shareholders also may resell all or a portion of the shares in open market transactions
in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule,
or another available exemption from the registration requirements under the Securities Act.
The selling shareholders and any underwriters, broker-dealers or agents that participate in
the sale of the common shares or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities
Act (it being understood that the selling shareholders shall not be deemed to be underwriters solely as a result of their participation
in this offering). Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts
and commissions under the Securities Act. Selling shareholders who are “underwriters” within the meaning of Section 2(a)(11)
of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
To the extent required, the common shares to be sold, the names of the selling shareholders,
the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions
or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the common shares
may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common shares
may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is
available and is complied with.
We have advised the selling shareholders that the anti-manipulation rules of Regulation M under
the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In
addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available
to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders
may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act.
2
We have agreed to indemnify the selling shareholders against liabilities, including liabilities
under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.
We have agreed with the selling shareholders to use commercially reasonable efforts to cause
the registration statement of which this prospectus constitutes a part to become effective and to remain continuously effective until
the earlier of: (i) the date on which the selling shareholders shall have resold or otherwise disposed of all the shares covered by this
prospectus and (ii) the date on which the shares covered by this prospectus no longer constitute “Registrable Securities”
as such term is defined in the Registration Rights Agreement, such that they may be resold by the selling shareholders without registration
and without regard to any volume or manner-of-sale limitations and without current public information pursuant to Rule 144 under the Securities
Act or any other rule of similar effect.
3
Exhibit B
Investor Questionnaire
The undersigned hereby provides the following information to the Company
and represents and warrants that such information is accurate:
QUESTIONNAIRE
1. Name.
(a) Full Legal Name of Investor
(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
are held:
(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone
or with others has power to vote or dispose of the securities covered by this Questionnaire):
2. Address for Notices to Investor:
Telephone:
E-Mail: _____________________________________________________________________
Contact Person:
4
3. Broker-Dealer Status:
(a) Are you a broker-dealer?
Yes ☐ No ☐
(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for
investment banking services to the Company?
Yes ☐ No
☐
Note: If “no” to Section
3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(c) Are you an affiliate of a broker-dealer?
Yes ☐ No ☐
(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
Yes ☐ No
☐
Note: If “no” to Section
3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
4. Beneficial Ownership of Securities of the Company Owned by
the Investor.
Except as set forth below in this Item 4, the undersigned
is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase
Agreement.
(a) Type and Amount of other securities beneficially owned by the Investor:
5
5. Relationships with the Company:
Except as set forth below, neither the undersigned nor any
of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned)
has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during
the past three years.
State any exceptions here:
The undersigned agrees to promptly notify the Company
of any material inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while
the Registration Statement remains effective; provided, that the undersigned shall not be required to notify the Company of any changes
to the number of securities held or owned by the undersigned or its affiliates.
By signing below, the undersigned consents to the disclosure
of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement
and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied
upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments
or supplements thereto.
IN WITNESS WHEREOF the undersigned, by authority duly
given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.
Date: _______________________
Beneficial Owner: _______________________
By: _______________________
Name:
Title:
PLEASE EMAIL A .PDF COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE
TO: VICTORIA JIN AT VJIN@LOWENSTEIN.COM.
6
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: exh_991.htm · Sequence: 4
EdgarFiling
EXHIBIT 99.1
Edesa Biotech Announces $3.5 Million Private Placement of Common
Shares Led by CEO and Healthcare-Focused Investors
TORONTO, June 11, 2026 (GLOBE NEWSWIRE) -- Edesa Biotech, Inc. (Nasdaq: EDSA) (the “Company” or “Edesa”),
a clinical-stage biopharmaceutical company focused on developing host-directed therapeutics for immuno-inflammatory diseases, today announced
that it has entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing that
is expected to result in gross proceeds of approximately $3.5 million to the Company, before deducting offering expenses payable by Edesa.
The common shares were placed without an agent, underwriter, broker or dealer. Investors in the PIPE include Edesa’s Chief Executive
Officer and healthcare-focused investors. The PIPE is expected to close on or about June 15, 2026, subject to the satisfaction of customary
closing conditions.
In the PIPE, the Company is selling an aggregate of 729,241 common shares, at a purchase price of $4.69 per common
share for investors and $5.21 per common share for Edesa’s Chief Executive Officer.
Edesa currently expects to use the net proceeds from the PIPE to fund the continued advancement of the Company’s
vitiligo program, the Company’s drug candidate, paridiprubart, and for working capital and general corporate purposes.
The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933,
as amended (the "Act"), and Regulation D promulgated thereunder and have not been and will not be registered under the Act, and may not
be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The securities
described above may be offered to "accredited investors" within the meaning of the Canadian National Instrument 45-106 - Prospectus
Exemptions. Securities issued in Canada may be subject to applicable Canadian hold periods imposed under applicable securities legislation.
Edesa has agreed to file a registration statement with the U.S. Securities and Exchange Commission (“SEC”) registering the
resale of the common shares within 45 days of the closing.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described
herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The Company plans to
file a Current Report on Form 8-K with the SEC with additional details of the PIPE. In addition, in Canada, a material change report with
respect to the PIPE is expected to be filed less than 21 days before the expected closing date of the PIPE, which is reasonable and necessary
in the circumstances for the Company to take advantage of available financing opportunities.
About Edesa Biotech, Inc.
Edesa Biotech, Inc. (Nasdaq: EDSA) is a clinical-stage biopharmaceutical company developing innovative ways to treat
inflammatory and immune-related diseases. Its clinical pipeline is focused on two therapeutic areas: Medical Dermatology and Respiratory.
In Medical Dermatology, Edesa is developing EB06, an anti-CXCL10 monoclonal antibody candidate, as a therapy for vitiligo, a common autoimmune
disorder that causes skin to lose its color in patches. Its medical dermatology assets also include EB01 (1.0% daniluromer cream), a Phase
3-ready asset developed for use as a potential therapy for moderate-to-severe chronic Allergic Contact Dermatitis (ACD), a common occupational
skin condition. The company’s most advanced Respiratory drug candidate is paridiprubart, which is being developed as a potential
treatment for Acute Respiratory Distress Syndrome, a life-threatening form of respiratory failure. The paridiprubart program has been
the recipient of two funding awards from the Government of Canada to support the further development of this asset, and is currently being
evaluated in a U.S. government-funded platform study. Edesa is also pursuing additional uses for paridiprubart.
Edesa Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified
by the use of words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," "will," "would," "could," "should,"
"might," "potential," or "continue" and variations or similar expressions, including statements related to Edesa’s ability to complete
the PIPE financing, the anticipated proceeds to be received in the PIPE financing, the expected timing of the closing of the PIPE financing
and the expected use of the proceeds from the PIPE financing. Readers should not unduly rely on these forward-looking statements, which
are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as all
such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results or future
events to differ materially from the forward-looking statements. Such risks include: market and other conditions, those relating to the
anticipated use of proceeds, the ability of Edesa to obtain regulatory approval for or successfully commercialize any of its product candidates,
the risk that access to sufficient capital to fund Edesa's operations may not be available or may be available on terms that are not commercially
favorable to Edesa, the risk that Edesa's product candidates may not be effective against the diseases tested in its clinical trials,
the risk that Edesa fails to comply with the terms of license agreements with third parties and as a result loses the right to use key
intellectual property in its business, Edesa's ability to protect its intellectual property, the timing and success of submission, acceptance
and approval of regulatory filings, and the impacts of public health crises. Many of these factors that will determine actual results
are beyond the Company's ability to control or predict. For a discussion of further risks and uncertainties related to Edesa's business,
please refer to Edesa's reports filed with the U.S. Securities and Exchange Commission and the British Columbia Securities Commission.
All forward-looking statements are made as of the date hereof and are subject to change. Except as required by law, Edesa assumes no obligation
to update such statements.
Contact:
Gary Koppenjan
Edesa Biotech, Inc.
investors@edesabiotech.com
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dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
ISO 3166-1 alpha-2 country code.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCountry
Namespace Prefix:
dei_
Data Type:
dei:countryCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration