Item 1.01 Entry into a Material Definitive Agreement.
On
The Common Shares will be offered and sold pursuant to an existing shelf
registration statement on Form S-3 (File No. 333-266604) filed by the Company
with the
Subject to the terms and conditions of the Distribution Agreement, Canaccord may sell the Common Shares by any method permitted by law deemed to be an "at-the-market offering" as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the "Securities Act"). Canaccord will use commercially reasonable efforts to sell the Common Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Canaccord a commission equal to 3.0% of the gross sales price of the Common Shares sold through Canaccord under the Distribution Agreement and has also agreed to reimburse Canaccord for certain expenses. The Company may also sell Common Shares to Canaccord as principal for Canaccord's own account at a price agreed upon at the time of sale. Any sale of Common Shares to Canaccord as principal would be pursuant to the terms of a separate terms agreement between the Company and Canaccord.
The Distribution Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and Canaccord have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Company expects to use the net proceeds from any sales of Common Shares under the Distribution Agreement for general corporate purposes, which may include working capital, capital expenditures and research and development and manufacturing expenses.
The foregoing description of the Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion and consent of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Equity Distribution Agreement, dated as ofMarch 27, 2023 , by and betweenEdesa Biotech, Inc. andCanaccord Genuity LLC . 5.1 Opinion ofFasken Martineau DuMoulin LLP regarding legality of the Common Shares. 23.1 Consent ofFasken Martineau DuMoulin LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source