Sec Form 13D Filing - Nijhawan Pardeep filing for Edesa Biotech, Inc. (EDSA) - 2025-02-14

Item 3 is hereby supplemented as follows:Since the filing of the Schedule 13D/A on November 1, 2024, the Issuer has granted Dr. Pardeep Nijhawan the following restricted share units, which vested in full upon grant: (i) 4,630 restricted share units on November 12, 2024, (ii) 6,420 restricted share units on December 2, 2024, (iii) 8,476 restricted share units on January 6, 2025, and (iv) 8,264 restricted share units on February 3, 2025.On February 12, 2025, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain purchasers, including Pardeep Nijhawan, pursuant to which the Issuer sold to Pardeep Nijhawan in a private placement, 100 shares (the "Series B-1 Preferred Shares") of the Issuer's newly designated Series B-1 Convertible Preferred Shares, stated value $10,000 per share, which are initially convertible into approximately 520,833 Common Shares (the "Conversion Shares") at a conversion price of $1.92 per Conversion Share.The Series B-1 Preferred Shares were sold at a purchase price of $10,000 per Series B-1 Preferred Share. The Reporting Person will not have the right to convert any portion of its Series B-1 Preferred Shares if, together with its affiliates, it would beneficially own in excess of 19.99% of the number of Common Shares outstanding immediately after giving effect to such conversion.

As of the date hereof, Pardeep Nijhawan may be deemed to be the beneficial owner of an aggregate of 1,596,581 Common Shares, comprised of: (i) sole voting and dispositive power of 342,569 Common Shares, comprised of: (a) 84,973 Common Shares, (b) 75,435 Common Shares underlying vested restricted share units, (c) 49,728 Common Shares underlying vested share options and (d) 132,433 Common Shares underlying Series B-1 Preferred Shares that are beneficially owned and deemed outstanding with respect to this Reporting Person; and (ii) shared voting and dispositive power of 1,254,012 Common Shares, comprised of: (a) 341,702 Common Shares, an additional 16,305 Common Shares underlying vested warrants and 435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding held by Pardeep Nijhawan Medicine Professional Corporation, (b) 32,013 Common Shares held by The Digestive Health Clinic Inc., (c) 53,104 Common Shares held by 1968160 Ontario Inc., and (d) 32,609 Common Shares and an additional 16,305 Common Shares underlying vested warrants that are deemed outstanding held by The New Nijhawan Family Trust 2015. Pardeep Nijhawan's holdings exclude 388,400 Common Shares underlying Series B-1 Preferred Shares held by Pardeep Nijhawan, which are subject to a 19.99% beneficial ownership blocker as described in Item 3. Pardeep Nijhawan's holdings represent an aggregate of approximately 19.99% of the Issuer's outstanding Common Shares (based on a total of 6,936,404 Common Shares of the Issuer outstanding as of February 14, 2025, an additional 49,728 Common Shares underlying vested share options, an additional 75,435 Common Shares underlying vested restricted share units, an additional 359,170 Common Shares underlying vested warrants, 435,414 Common Shares underlying Series A-1 Preferred Shares and 132,433 Common Shares underlying Series B-1 Preferred Shares that are beneficially owned and deemed outstanding with respect to this Reporting Person).As of the date hereof, Pardeep Nijhawan Medicine Professional Corporation may be deemed to be the beneficial owner, with shared voting and dispositive power, of an aggregate of 1,119,981 Common Shares, comprised of: (i) 341,702 Common Shares, (ii) 342,865 Common Shares underlying vested warrants and (iii) 435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding with respect to this Reporting Person. Pardeep Nijhawan Medicine Professional Corporation's holdings represent an aggregate of approximately 14.5% of the Issuer's outstanding Common Shares (based on a total of 6,936,404 Common Shares of the Issuer outstanding as of February 14, 2025, an additional 342,865 Common Shares underlying vested warrants and an additional 435,414 Common Shares underlying Series A-1 Preferred Shares that are deemed outstanding with respect to this Reporting Person).As of the date hereof, The Digestive Health Clinic Inc. may be deemed to be the beneficial owner, with shared voting and dispositive power, of 32,013 Common Shares, representing an aggregate of approximately 0.5% of the Issuer's outstanding Common Shares (based on a total of 6,936,404 Common Shares of the Issuer outstanding as of February 14, 2025).As of the date hereof, 1968160 Ontario Inc. may be deemed to be the beneficial owner, with shared voting and dispositive power, of 53,104 Common Shares, representing an aggregate of approximately 0.8% of the Issuer's outstanding Common Shares (based on a total of 6,936,404 Common Shares of the Issuer outstanding as of February 14, 2025).As of the date hereof, The New Nijhawan Family Trust 2015 may be deemed to be the beneficial owner, with shared voting and dispositive power, of an aggregate of 48,914 Common Shares, comprised of: (i) 32,609 Common Shares and (ii) 16,305 Common Shares underlying vested warrants that are deemed outstanding with respect to this Reporting Person. The New Nijhawan Family Trust 2015's holdings represent an aggregate of approximately 0.7% of the Issuer's outstanding Common Shares (based on a total of 6,936,404 Common Shares of the Issuer outstanding as of February 14, 2025 and an additional 16,305 Common Shares underlying vested warrants that are deemed outstanding with respect to this Reporting Person).

The information contained in Item 5(a) of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5(b).

Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions with respect to the Common Shares of the Issuer during the past 60 days.