Edesa Biotech, Inc. 1,562,500 Common Shares (no par value per share) Amended and Restated Underwriting AgreementUnderwriting Agreement • February 26th, 2021 • Edesa Biotech, Inc. • Pharmaceutical preparations • New York
Edesa Biotech, Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 1,562,500 of its common shares (the “Firm Shares”), no par value per share (the “Common Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 234,375 Common Shares as provided in Section 2. The additional 234,375 Common Shares that may be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“Wainwright”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters l
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • October 4th, 2024 • Edesa Biotech, Inc. • Pharmaceutical preparations • New York
Edesa Biotech, Inc., a corporation organized under the laws of the Province of British Columbia, Canada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2022 • Edesa Biotech, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2022, between Edesa Biotech, Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2018 • Stellar Biotechnologies, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ____ __, 2018, between Stellar Biotechnologies, Inc., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2016 • Stellar Biotechnologies, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2016, between Stellar Biotechnologies, Inc., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 6th, 2020 • Edesa Biotech, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 6, 2020, between Edesa Biotech, Inc., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARE PURCHASE WARRANT stellar biotechnologies, inc.Common Share Purchase Warrant • May 15th, 2018 • Stellar Biotechnologies, Inc. • Pharmaceutical preparations • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on May 10, 2023 (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediately following Trading Day but not thereafter, to subscribe for and purchase from Stellar Biotechnologies, Inc., a British Columbia corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common shares, no par value per share (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STRICTLY CONFIDENTIAL Stellar Biotechnologies, Inc.Exclusive Agency Agreement • April 17th, 2018 • Stellar Biotechnologies, Inc. • Pharmaceutical preparations • New York
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF JANUARY 9, 2014 BETWEEN STELLAR BIOTECHNOLOGIES, INC. AND COMPUTERSHARE INVESTOR SERVICES INC.Shareholder Rights Plan Agreement • November 14th, 2014 • Stellar Biotechnologies, Inc. • Pharmaceutical preparations • British Columbia
MEMORANDUM OF AGREEMENT, dated as of January 9, 2014 between Stellar Biotechnologies, Inc. (the “Company”), a company continued under the laws of British Columbia and Computershare Investor Services Inc., a corporation existing under the laws of Canada (the “Rights Agent”);
PRE-FUNDED COMMON SHARE PURCHASE WARRANT EDESA Biotech, inc.Pre-Funded Common Share Purchase Warrant • March 23rd, 2022 • Edesa Biotech, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Edesa Biotech, Inc., a corporation incorporated under the laws of British Columbia, Canada (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITER COMMON SHARE PURCHASE WARRANT EDESA BIOTECH, Inc.Security Agreement • February 26th, 2021 • Edesa Biotech, Inc. • Pharmaceutical preparations • New York
THIS UNDERWRITER COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) February 25, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Edesa Biotech, Inc., a corporation incorporated under the laws of British Columbia, Canada (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares, as defined in Section 1 herein. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement, as defined in Section 1 herein.
ESCROW AGREEMENT VALUE SECURITY;Escrow Agreement • February 3rd, 2012 • Stellar Biotechnologies, Inc. • British Columbia
This Agreement is being entered into by the Parties under Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the Policy) in connection with a Qualifying Transaction. The Issuer is a Tier 2 Issuer as described in Policy 2.1 - Minimum Listing Requirement & For, good and valuable consideration, the Parties agree as follows:
FORM OF WARRANT TO PURCHASE COMMON SHARE PURCHASE OF Edesa Biotech, Inc.Securities Agreement • October 31st, 2024 • Edesa Biotech, Inc. • Pharmaceutical preparations
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Pardeep Nijhawan Medicine Professional Corporation or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time from the date hereof until 5:00 p.m. (Toronto time) on __________ (the “Termination Date”), but not thereafter, to subscribe for and purchase from Edesa Biotech, Inc., a British Columbia corporation (the “Company”), up to __________ Common Shares under this Warrant (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBJECT TO COMMITMENTS COMMITTEE APPROVALPlacement Agent Agreement • June 30th, 2016 • Stellar Biotechnologies, Inc. • Pharmaceutical preparations • New York
TSX VENTURE EXCHANGE FORM 2F CPC ESCROW AGREEMENTCPC Escrow Agreement • February 3rd, 2012 • Stellar Biotechnologies, Inc.
This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange).
COMMON SHARE PURCHASE WARRANT EDESA Biotech, inc.Common Share Agreement • March 23rd, 2022 • Edesa Biotech, Inc. • Pharmaceutical preparations • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 21, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Edesa Biotech, Inc., a corporation incorporated under the laws of British Columbia, Canada (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of March 20, 2022 by and between the Company and H.C. Wainwright & Co., LLC.
Edesa Biotech, Inc. Common Shares, without par value, Having an Aggregate Offering Price of up to $9,200,000 USD EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 28th, 2020 • Edesa Biotech, Inc. • Pharmaceutical preparations • New York
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • May 30th, 2018 • Stellar Biotechnologies, Inc. • Pharmaceutical preparations
This Warrant Exercise Agreement (this “Agreement”), dated as of May 24, 2018, is by and between Stellar Biotechnologies, Inc., a British Columbia corporation (the “Company”), and the undersigned holder (each, a “Holder” and, collectively, the “Holders”) of warrants to purchase shares of the Company’s common stock, no par value per share (the “Common Stock”), issued by the Company, which warrants are exercisable at an exercise price of $2.65 per share (the “Original Warrants”).
Employment AgreementEmployment Agreement • June 27th, 2023 • Edesa Biotech, Inc. • Pharmaceutical preparations
WHEREAS the Employer wishes to offer employment to the Employee on the terms and conditions set out in this Employment Agreement ("Agreement") and the Employee wishes to accept the offer of employment;
the “Corporation”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CDN $0.25 UNITS) INSTRUCTIONS TO SUBSCRIBERPrivate Placement Subscription Agreement • September 9th, 2015 • Stellar Biotechnologies, Inc. • Pharmaceutical preparations • British Columbia
All Subscribers must sign and deliver to Stellar Biotechnologies, Inc. at its Canadian office, 1868 King George Blvd., South Surrey, British Columbia, V4A 5A1 (Tel: 604-306-8854 / Fax: 604-535-4454):
WARRANT TO PURCHASE COMMON SHARES EDESA BIOTECH, INC.Purchase Warrant Agreement • January 6th, 2020 • Edesa Biotech, Inc. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, Brookline Capital Markets, a division of Arcadia Securities or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth (including the limitations set forth above), at any time on or after January 8, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the date of the Securities Purchase Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Edesa Biotech, Inc., a British Columbia corporation (the “Company”), up to 12,364 Common Shares (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Edesa Biotech, Inc. Common Shares, without par value, Having an Aggregate Offering Price of up to US$20,000,000 EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 27th, 2023 • Edesa Biotech, Inc. • Pharmaceutical preparations • New York
Edesa Biotech, Inc., a company incorporated pursuant to the laws of the Province of British Columbia, Canada (the “Company”), confirms this agreement (this “Agreement”) with Canaccord Genuity LLC (the “Manager”) as follows:
STRATEGIC INNOVATION FUND EB05 TherapeuticStrategic Innovation Fund Agreement • February 3rd, 2021 • Edesa Biotech, Inc. • Pharmaceutical preparations • Ontario
Between: HER MAJESTY THE QUEEN IN RIGHT OF CANADA (“Her Majesty”) as represented by the Minister of Industry (the “Minister”) And: Edesa Biotech Research, Inc., a corporation duly incorporated under the laws of Ontario, having its head office located at 100 Spy Court, Markham, Ontario L3R 5H6 (the “Recipient”) And: Edesa Biotech, Inc., a corporation duly incorporated under the laws of British Colombia, having its head office located at 100 Spy Court, Markham, Ontario L3R 5H6 (the “Guarantor”)
BOARD of DIRECTORS SERVICE AGREEMENTBoard of Directors Service Agreement • February 3rd, 2012 • Stellar Biotechnologies, Inc. • California
THIS BOARD of DIRECTORS SERVICE AGREEMENT ("Agreement") is made as of January 1, 2012, by and between Stellar Biotechnologies, Inc., a California corporation (the "Company"), and Daniel E, Morse, Ph. D.("Director").
RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • July 9th, 2012 • Stellar Biotechnologies, Inc. • Pharmaceutical preparations
STELLAR BIOTECHNOLOGIES, Inc., a corporation duly organized under and pursuant to the laws of California, USA, and having its principal offices at 321E. Hueneme Rd, #170 Port Hueneme, CA 93041, USA, (hereinafter referred to as “STELLAR”)
Amended and Restated Employment AgreementEmployment Agreement • August 9th, 2023 • Edesa Biotech, Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED AGREEMENT is made as of August 4, 2023 (the “Agreement”) and amends and replaces in its entirely the employment agreement between the Company (as defined below) and the Employee (as defined below) made as of June 14, 2019, as amended on March 19, 2021 and April 12, 2022 (the “Old Employment Agreement”);
CLASS A COMMON SHARE PURCHASE WARRANT Edesa Biotech, Inc.Securities Agreement • November 3rd, 2022 • Edesa Biotech, Inc. • Pharmaceutical preparations
THIS CLASS A COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any date that is the earlier to occur of 60 days from November 2, 2022 (the “Closing Date”) or the date a registration statement for the Company’s common shares (“Common Shares”) is declared effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Toronto time) on the third (3rd) anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Edesa Biotech, Inc., a British Columbia corporation (the “Company”), up to [●] Common Shares under this Warrant (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
NON-BROKERED PRIVATE PLACEMENT OF UNITS SUBSCRIPTION AGREEMENT INSTRUCTIONSSubscription Agreement • November 3rd, 2022 • Edesa Biotech, Inc. • Pharmaceutical preparations • Ontario
EDESA BIOTECH, INC.Indemnification Agreement • June 20th, 2019 • Edesa Biotech, Inc. • Pharmaceutical preparations • British Columbia
such capacities referred to herein as the "Indemnified Capacities", the Corporation with full power and authority to grant an indemnity valid and binding upon and enforceable against it in the terms hereinafter contained, hereby agrees to indemnify you to the full extent contemplated by this Agreement.
NON-BROKERED PRIVATE PLACEMENT OF UNITS SUBSCRIPTION AGREEMENT INSTRUCTIONSSubscription Agreement • November 3rd, 2022 • Edesa Biotech, Inc. • Pharmaceutical preparations • Ontario
SUBJECT: LETTER AGREEMENT/LEASE AMENDMENT 1 WITH RESPECT TO EXTENSION OF LEASE TERM AND ESTABLISHMENT OF NEW BASE RENT FOR UNITS #4 AND #5 AND ESTABLISHMENT OF NEW COMMENCEMENT DATE FOR UNIT #7 OF THE PORT HUENEME AQUACUL TUIRE CENTERLease Amendment • December 14th, 2015 • Stellar Biotechnologies, Inc. • Pharmaceutical preparations
In accordance with Paragraph 58 of the Addendum to that certain Sublease, dated October 2, 2000, by and between Stellar Biotechnologies, Inc. ("Stellar'') and the Port Hueneme Surplus Property Authority ("SPA") for Units #3, #4, and
COMMON SHARE PURCHASE WARRANT EDESA BIOTECH, INC.Common Share Purchase Agreement • December 15th, 2023 • Edesa Biotech, Inc. • Pharmaceutical preparations • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 7, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Edesa Biotech, Inc., a British Columbia corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common shares, no par value per share (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2024 • Edesa Biotech, Inc. • Pharmaceutical preparations • Ontario
This Securities Purchase Agreement (this “Agreement”) is dated as of October 30, 2024, between Edesa Biotech, Inc., a British Columbia corporation (the “Company”), and Pardeep Nijhawan Medicine Professional Corporation (the “Purchaser”).
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 15th, 2023 • Edesa Biotech, Inc. • Pharmaceutical preparations
This First Amendment (“First Amendment”), effective as of September 21, 2023 (“Effective Date”), is entered into by and between Saul Yedgar, an individual with principal residence at [**] (“LICENSOR”), and Edesa Biotech Research Inc., an Ontario corporation with its principal office at 100 Spy Court, Markham, Ontario, L4R 5H6 (“EDESA”). LICENSOR and EDESA may be referred to herein individually as a “Party” or collectively as the “Parties”. Reference to a Party shall be deemed to include that Party’s Affiliates.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. Execution Version: 29/06/16 EXCLUSIVE LICENSE AGREEMENT by and between...Exclusive License Agreement • August 30th, 2019 • Edesa Biotech, Inc. • Pharmaceutical preparations • London
This Agreement ("Agreement"), effective as of June 29, 2016 ("Effective Date"), is entered into by and between Yissum Research Development Company of the Hebrew University of Jerusalem, an Israeli corporation with its principal office at Hi-Tech Park, Edmond J. Safra Campus, Givat-Ram, Jerusalem P.O. Box 39135, Jerusalem 91390 Israel ("YISSUM"), and Edesa Biotech Inc., an Ontario corporation with its principal office at I 00 Spy Court, Markham, Ontario, L3R 5H6 ("EDESA"). YISSUM and EDESA may be referred to herein individually as a "Party" or collectively as the "Parties". Reference to a Party shall be deemed to include that Patty's Affiliates.
