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Item 9A. Controls and Procedures

2025-12-12 compared with 2024-12-13 · 504 added, 456 removed, 1052 unchanged (48% of the section changed)

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Our management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance that the financial information prepared by us for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with accounting principles generally accepted in the United States.

Our board of directors is responsible for ensuring that management fulfills its responsibilities.

The audit committee of our board of directors fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements.

Our Board is responsible for ensuring that management fulfills its responsibilities.

The audit committee of our Board fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements.

Management reviewed the results of their assessment with our audit committee.

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OTHER INFORMATION.

None of the Company's directors and officers adopted, modified, or terminated a Rule 10b-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended September 30, 2024 (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

None of the Company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended September 30, 2025 (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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Joan Chypyha (1) (2)

David Liu (2) (4)

February 12, 2025

Sean MacDonald

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Pardeep Nijhawan, MD

Director, Chief Executive Officer and Corporate Secretary

Frank Oakes (2) (3)

April 9, 2010

Director and Chief Executive Officer

Charles Olson, DSc (2) (3)

Carlo Sistilli, CPA, CMA (1)

Chairman of the Board of Directors

Member of Audit Committee.

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Member of Nominating and Corporate Governance Committee.

On February 12, 2025, we entered into the Investor Rights Agreement, pursuant to which Velan has the right to designate a director nominee for election to our Board, so long as Velan maintains certain beneficial ownership of the Company, as set forth in the Investor Rights Agreement (the “Nominee Period”).

Liu is affiliated with Velan and was designated by Velan to be appointed to the Board in accordance with the terms and conditions of the Investor Rights Agreement.

The Company also agreed to use its reasonable best efforts to solicit shareholder approval of such designee at each general or special meeting of shareholders at which an election of directors is held during the Nominee Period.

There are no family relationships between any of our directors or executive officers.

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Chypyha’s qualifications to serve on our Board include her extensive operational experience in founding, managing and building companies, previous board experience and her extensive experience in the dermatology industry.

David Liu, PhD has over 10 years of investment experience within the biopharmaceutical industry.

From January 2023 to March 2024, and since December 2024, he has served as a Senior Analyst at Velan Capital Investment Management LP, a healthcare dedicated investment firm based in Alpharetta, Georgia.

Prior to his current position, he served as a Biotech Analyst at Altium Capital Management, LP, an investment firm focused on healthcare companies from January 2019 to November 2022.

He received his B.S.

in Biological Sciences from Stanford University and his Ph.D.

in Molecular Biology from Weill Cornell Graduate School of Medical Sciences.

Liu is qualified to serve on our Board because of his experience in the biopharmaceutical industry.

Sean MacDonald has been a member of our Board since June 2019, and served as Chairman of the Board from June 2019 until May 2023.

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in 2015, and Thomas International Ltd., a global provider of psychometric and aptitude tests acquired by Palamon Capital Partners in 2018.

Marshall is a cofounder and current board member of Crawford Bowman Ltd, a privately held Canadian company focused on over-the-counter and nutritional supplements markets.

Marshall is a cofounder and current board member (since 2024) of Crawford Bowman Ltd, a privately held Canadian company focused on over-the-counter and nutritional supplements markets.

He is an advisor to Jouleia Inc, a start-up focused on accelerating the transition to low-carbon homes.

He is a current board member and past President (January 2016 -December 2023) of Adrem Brands Inc., a privately held Canadian company focused on the over-the-counter and nutritional supplements markets.

He is a current advisor, past board member (January 2016 – January 2025), and past President (January 2016 -December 2023) of Adrem Brands Inc., a privately held Canadian company focused on the over-the-counter and nutritional supplements markets.

Prior to 2000, he held fundraising, business development and strategy roles for various international enterprises and non-governmental organizations.

Marshall is a cofounder, advisor and former board member of Together Project (2016-2023) and a trustee of Lakefield College School (since 2012).

Marshall is a cofounder, advisor and former board member of Together Project (2016-2023), a current board member of Faith & the Common Good (since 2025), and a trustee of Lakefield College School (since 2012).

He received his Bachelor of Arts in Sociology from Queen's University and Master of Business Administration from the University of Exeter.

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Nijhawan also founded Digestive Health Clinic in 2000 and led it to become one of Canada’s largest provider of private endoscopy services.

He continues to serve on the Board of Digestive Health Clinic.

He continues to serve on the board of directors of Digestive Health Clinic.

From January 2021 until June 2024, he served on the advisory board of Private Debt Partners, a Canadian alternative asset management firm.

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Nijhawan’s qualifications to serve on our Board include his extensive executive leadership and experience in the life sciences industry and his knowledge of our business as its chief executive.

Frank Oakes has more than 40 years of executive leadership experience.

He has been a member of our Board since April 2010 and served as the Chairman of the Board until June 2019.

From 1999 to 2019, he also served as the President and Chief Executive Officer of our legacy operating subsidiary, which he founded.

Prior to founding Stellar Biotechnologies, Inc., he was the Chief Executive Officer of The Abalone Farm, Inc., where he led the company through the research and development, capitalization, and commercialization phases of development to become the largest abalone producer in the United States at the time.

Oakes has consulted and lectured around the world.

He received his BS degree from California State Polytechnic University, San Luis Obispo and is a graduate of the Los Angeles Regional Technology Alliance University’s management program.

Oakes qualifications to serve on our Board include his extensive operational experience building companies and management teams and leading a U.S.

and Canadian publicly listed life science company.

Charles Olson, DSc is a CMC consultant with more than 40 years of biotech experience.

Since April 2024 he has been the Senior Vice President of CMC at NervGen, responsible for the process development and manufacture of their peptide product in clinical development for nerve regeneration as a result of spinal cord injury.

Since April 2024 he has also been the Senior Vice President of Technical Operations at NervGen Pharma, responsible for the process development and manufacture of their peptide product in clinical development for nerve regeneration as a result of spinal cord injury.

From September 2021 to April 2023 he was Chief Operating Officer at Dendreon Corporation, where he was responsible for the commercial manufacturing of Provenge, a commercial cell-based product for prostate cancer, overseeing multiple sites and several hundred employees.

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Sistilli helped sell to Manulife Financial.

From January 2021 to February 2024, he served on the Board and audit committee of Aleafia Health Inc.

From January 2021 to February 2024, he served on the board of directors and audit committee of Aleafia Health Inc.

In addition to his professional career, Mr.

Sistilli is an officer and a member of the Board of Mother of Mercy Centre.

Sistilli is an officer and a member of the board of directors of Mother of Mercy Centre.

Sistilli holds a Bachelor of Arts from York University, with a major in economics, Certified Management Accountant Designation and a Chartered Professional Accountant Designation.

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Pardeep Nijhawan, MD

Director, Chief Executive Officer and Corporate Secretary

Stephen Lemieux, CPA

Chief Financial Officer

July 15, 2023

Director and Chief Executive Officer

Michael Brooks, PhD

Stephen Lemieux, CPA was appointed Chief Financial Officer in July 2023.

He is a veteran of the healthcare and biopharmaceutical sectors, with more than 20 years of experience in financial planning and analysis, licensing and mergers & acquisitions.

Prior to joining the Company, Mr.

Lemieux held senior financial leadership positions at healthcare and biopharmaceutical biotechnology companies, where he guided financial strategies, optimized capital structures and supported significant corporate transactions and sales growth.

From July 2021 until June 2023, Mr.

Lemieux served as CFO of Titan Medical Inc., and from April 2019 to July 2021 as CFO and Secretary of NeuPath Health.

Previously, he was the CFO and Secretary of Cipher Pharmaceuticals (TSX:

CPH) from September 2016 to March 2019 and during his tenure served as Interim-CEO from November 2016 to April 2017.

Prior to Cipher, he was CFO at Nuvo Pharmaceuticals and Crescita Therapeutics.

Lemieux is a Chartered Professional Accountant and holds a Master of Management & Professional Accounting degree from the University of Toronto.

Michael Brooks, PhD was appointed President of Edesa in June 2019, having served as Vice President of Corporate Development and Strategy for our principal operating subsidiary, Edesa Biotech Research, since January 2015.

Chief Financial Officer

Michael Brooks, PhD was appointed President in June 2019, having served as Vice President of Corporate Development and Strategy for our principal operating subsidiary, Edesa Biotech Research, since January 2015.

Prior to joining Edesa, Dr.

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Brooks received his MBA degree from the Rotman School of Management where he was a Canadian Institute for Health Research (CIHR) Science-to-Business Scholar.

Code of Ethics

Peter Weiler was appointed as our Chief Financial Officer on April 3, 2025, effective May 1, 2025.

From August 2018 to May 2025, Mr.

Weiler served as President of Exzell Pharma, Inc., a privately held, commercial-stage pharmaceutical company.

From August 2017 to August 2018, Mr.

Weiler served as Vice President of Business Development at Biosyent Inc.

Prior to that, he served in various roles at Cipher Pharmaceuticals Inc.

CPH), including Vice President of Business Development from January 2015 to June 2017, Senior Director from January 2012 to January 2014, and Director from December 2008 to December 2011.

Prior to Cipher, he served as Senior Director of Investment Analysis at DRI Capital Inc.

and held market research and financial positions at Eli Lilly Canada Inc.

Weiler holds a Master of Business Administration degree from the Ivey School of Business, University of Western Ontario, a Masters of Science in Biology degree from the University of Western Ontario, and a Bachelor of Science (Honors Biology) degree and Diploma in Accounting from Wilfrid Laurier University.

Code of Ethics and Business Conduct

We have adopted a Code of Ethics and Business Conduct that applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

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Information about our Board Committees

Our Board of Directors has appointed an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

The Board of Directors has determined that each director who serves on these committees is “independent,” as that term is defined by the listing rules of Nasdaq and rules of the SEC.

The Board of Directors has adopted written charters for its Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Our Board has appointed an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

The Board has determined that each director who serves on these committees is “independent,” as that term is defined by the listing rules of Nasdaq and rules of the SEC.

The Board has adopted written charters for its Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Copies of these charters are available on our website at www.edesabiotech.com/investors/governance.

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Compensation Committee

Our Compensation Committee is composed of Joan Chypyha (chair), Frank Oakes and Charles Olson.

Our Compensation Committee is composed of Joan Chypyha (chair), David Liu and Charles Olson.

The purpose of the Compensation Committee is to assist the Board’s oversight relating to the compensation of our Chief Executive Officer and our other Named Executive Officers.

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Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of Patrick Marshall, Frank Oakes (chair) and Charles Olson.

Our Nominating and Corporate Governance Committee is composed of Patrick Marshall (chair) and Charles Olson.

The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to become Board members;

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and oversee any related matters required by the federal securities laws.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our outstanding common shares to file reports with the SEC regarding their share ownership and changes in their ownership of our common shares.

Based on our records and representations from our directors and executive officers, we believe that all Section 16(a) filing requirements applicable to our directors and executive officers were complied with during the fiscal year ended September 30, 2024, except for the following:

due to administrative error, Pardeep Nijhawan filed a late Form 4 on January 12, 2024 to report a grant of restricted share units, which vested in full upon grant, pursuant to the 2019 Plan (as defined below) on January 8, 2024.

EXECUTIVE COMPENSATION.

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Our named executive officers for the year ended September 30, 2025 were Pardeep Nijhawan, MD, Director, Chief Executive Officer and Corporate Secretary;

Stephen Lemieux, CPA, Chief Financial Officer;

and Michael Brooks, PhD, President.

Peter Weiler, Chief Financial Officer;

Michael Brooks, PhD, President;

and Stephen Lemieux, CPA, former Chief Executive Officer.

Summary Compensation Table

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Stock Awards ($) (1)

Options Awards ($) (1)

All Other Compensation ($)

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Director, Chief Executive Officer and Corporate Secretary

Stephen Lemieux, CPA

Chief Financial Officer

Michael Brooks, PhD

The amounts shown in these columns represent the aggregate grant date fair value of the restricted share units and share option awards computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification 718, not the actual amounts paid to or realized by the named executive officers during the covered fiscal year.

Peter Weiler (8)

Chief Financial Officer

Stephen Lemieux, CPA (11)

Former Chief Financial Of icer

The amounts shown in this column represent the aggregate grant date fair value of the restricted share units computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 718, not the actual amounts paid to or realized by the named executive officers during the covered fiscal year.

The assumptions used in determining grant date fair value of these awards are set forth in Note 7 to our audited consolidated financial statements for the year ended September 30, 2025 included in this Annual Report.

Includes 79,826 restricted share units with an aggregate grant date fair value of $178,848 issued as partial payment of salary.

Includes 14,186 restricted share units with an aggregate grant date fair value of $79,440 issued as partial payment of the bonus with the balance paid in cash.

Represents (i) $32,412 in car allowance and (ii) $2,186 in health insurance in 2024.

Represents (i) $32,415 in car allowance and (ii) $2,186 in health insurance in 2023.

Includes 263,200 restricted share units with an aggregate grant date fair value of $522,931.

Represents $32,415 in car allowance in 2025 and (i) $32,412 in car allowance and (ii) $2,186 in health insurance in 2024.

All compensation to Dr.

Nijhawan was paid in Canadian dollars and was converted from US dollars using the average foreign exchange rate for each bi-weekly pay period of the year from oanada.com.

Represents the aggregate grant date fair value of 2,486 restricted share units issued as partial payment on consulting invoices for services prior to Mr.

Lemieux’s appointment as Chief Financial Officer.

Represents $24,000 in car allowance in 2024.

Represents (i) $5,000 in car allowance and (ii) $8,126 in consulting fees for services prior to Mr.

Lemieux’s appointment as Chief Financial Officer in 2023.

All compensation to Mr.

Lemieux was paid in Canadian dollars and was converted from US dollars using the average foreign exchange rate for the year from oanda.com.

Includes 13,315 restricted share units with an aggregate grant date fair value of $74,560 as partial payment of the bonus with the balance paid in cash.

Represents (i) $24,000 in car allowance and (ii) $1,741 in health insurance in 2024.

Represents (i) $24,000 in car allowance and (ii) $2,060 in health insurance in 2023.

Includes 30,159 restricted share units with an aggregate grant date fair value of $144,454 issued as partial payment of salary.

Includes 207,201 restricted share units with an aggregate grant date fair value of $411,671.

Represents (i) $24,000 in car allowance (ii) $3,007 in health insurance in 2025 and (i) $24,000 in car allowance and (ii) $1,741 in health insurance in 2024.

All compensation to Dr.

Brooks was paid in Canadian dollars and was converted from US dollars using the average foreign exchange rate for each bi-weekly pay period of the year from oanda.com.

Weiler was appointed Chief Financial Officer, effective May 1, 2025.

Includes 65,000 restricted share units with an aggregate grant date fair value of $129,143.

Represents (i) $10,000 in car allowance (ii) $558 in health insurance in 2025.

All compensation to Mr.

Weiler was paid in Canadian dollars and was converted from US dollars using the average foreign exchange rate for each bi-weekly pay period of the year from oanda.com.

Lemieux served as Chief Financial Officer through May 1, 2025.

Includes 56,300 restricted share units with an aggregate grant date fair value of $111,858.

Represents (i) $14,000 in car allowance (ii) $18,054 in consulting fees for services following Mr.

Lemieux's tenure as Chief Financial Officer in 2025 and $24,000 in car allowance in 2024.

All compensation to Mr.

Lemieux was paid in Canadian dollars and was converted from US dollars using the average foreign exchange rate for the year from oanda.com.

Narrative Disclosure to Summary Compensation Table Employment Agreements

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Pursuant to the Nijhawan Employment Agreement, Dr.

Nijhawan is entitled to a base salary of $357,700 per year effective May 13, 2023 and is eligible to receive a target annual bonus of 40% of his base salary, subject to the achievement of corporate and personal targets as determined by the Company and the Board of Directors.

Nijhawan’s base salary is subject to annual review by the Board of Directors.

Nijhawan’s base salary is subject to annual review by the Board.

Nijhawan and the Board may agree that Dr.

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Nijhawan is also entitled to an automobile allowance of $2,701.50 per month and is eligible to participate in the Company’s group insured benefits program, as may be in effect from time-to-time for employees generally, and executive employees specifically.

Nijhawan is eligible for equity-based awards pursuant to the Company’s Equity Incentive Compensation Plan, as determined by the Board of Directors or Compensation Committee, commensurate with Dr.

Nijhawan is eligible for equity-based awards pursuant to the Company’s Equity Incentive Compensation Plan, as determined by the Board or Compensation Committee, commensurate with Dr.

Nijhawan’s position and any business milestones that may be established by the Company.

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Nijhawan is prohibited from soliciting customers or prospective customers for any purpose competitive with the business of the Company, encouraging any customer to cease doing business with the Company and soliciting the employment or engagement of certain of Company’s employees.

Prior Employment Agreement with Pardeep Nijhawan effective as of June 7, 2019 and amended March 19, 2021 and April 12, 2022

Prior to the Nijhawan Employment Agreement, on June 14, 2019 but effective as of June 7, 2019, we entered into an employment agreement with Pardeep Nijhawan (as amended, the Nijhawan Prior Employment Agreement).

Pursuant to the Nijhawan Prior Employment Agreement, Dr.

Nijhawan agreed to serve as our Chief Executive Officer for an indefinite term until Dr.

Nijhawan’s employment was terminated in accordance with the agreement.

As compensation for his services to us, Dr.

Nijhawan received a base salary of $320,000 per year effective for the period January 1, 2021 to March 23, 2022 and a base salary of $331,200 per year effective for the period March 24, 2022 to May 12, 2023 and was eligible to receive a target annual bonus of 40% of his base salary, subject to achieving corporate and personal targets to be determined by us.

Nijhawan also received an automobile allowance of approximately $2,700 per month and was eligible to participate in our group insured benefits program, as may be in effect from time-to-time for our employees generally, and executive employees specifically.

Nijhawan was eligible for future share and/or option grants, as may have been determined by our Compensation Committee, commensurate with Dr.

Nijhawan’s position and any business milestones which may have been established by the Compensation Committee and subject to availability of shares and/or options for grant under our Equity Incentive Compensation Plan.

Under the Nijhawan Prior Employment Agreement, if Dr.

Nijhawan’s employment with us was terminated for “Cause” (as such term is defined in the Nijhawan Prior Employment Agreement), subject to applicable law, our only obligation would have been to provide Dr.

Nijhawan with his base salary and vacation pay earned through the date of termination and all of Dr.

Nijhawan’s vested or non-vested share options which had not been exercised by Dr.

Nijhawan as of the date of termination would have been automatically extinguished.

Nijhawan was terminated by us without “Cause”, our obligation would have been to provide Dr.

Nijhawan with (i) a lump sum payment equal to Dr.

Nijhawan’s then current base salary for twenty-four months (the Nijhawan Prior Severance Period), (ii) a lump sum payment of the annual bonus to which Dr.

Nijhawan would have been entitled for the fiscal year immediately preceding the date of termination, if such bonus had not already been paid, (iii) a lump sum payment equal to Dr.

Nijhawan’s annual bonus entitlement, prorated over Dr.

Nijhawan’s length of service in the fiscal year in which his employment was terminated, calculated in accordance with the terms of the Nijhawan Prior Employment Agreement, (iv) payment of Dr.

Nijhawan’s annual bonus entitlement during the full Nijhawan Prior Severance Period, calculated in accordance with the terms of the Nijhawan Prior Employment Agreement, (v) continuation of Dr.

Nijhawan’s benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Nijhawan Prior Employment Agreement and (vi) subject to applicable law, all share options granted to Dr.

Nijhawan would have been exercisable in accordance with the terms of the applicable share option plan.

Nijhawan could have resigned from his employment at any time by providing us with a minimum of sixty days advance notice, in writing.

Nijhawan’s notice could have been waived by us, subject only to providing Dr.

Nijhawan with payment of his base salary and continuation of benefits until the end of the notice period.

Nijhawan had resigned from his employment, subject to applicable law, (i) all non-vested share options and all vested share options held by Dr.

Nijhawan which had not been exercised by Dr.

Nijhawan as of the date of termination would have been automatically extinguished and (ii) Dr.

Nijhawan would not have been entitled to any bonus or pro rata bonus payment not already paid on or before the date of termination.

During the term of Dr.

Nijhawan’s employment with us and for twelve months following the cessation of Dr.

Nijhawan’s employment with us, Dr.

Nijhawan was prohibited from competing with our business in North America.

In addition, for twenty-four months following the cessation of Dr.

Nijhawan’s employment with us, Dr.

Nijhawan was prohibited from soliciting customers or prospective customers for any purpose competitive with our business, encouraging any customer to cease doing business with us and soliciting the employment or engagement of certain of our employees.

Employment Agreement with Stephen Lemieux effective as of July 15, 2023

On June 26, 2023 but effective as of July 15, 2023, we entered into an employment agreement with Stephen Lemieux (the Lemieux Employment Agreement).

Pursuant to the Lemieux Employment Agreement, Mr.

Lemieux will serve as our Chief Financial Officer for an indefinite term until Mr.

Lemieux’s employment is terminated in accordance with the agreement.

As compensation for his services to us, Mr.

Lemieux will receive a base salary of $330,000 per year and is eligible to receive a target annual bonus of 40% of his base salary, subject to achieving corporate and personal targets to be determined by us.

Lemieux also receives an automobile allowance of $2,000 per month and is eligible to participate in our group insured benefits program, as may be in effect from time-to-time for our employees generally, and executive employees specifically.

Lemieux is eligible for future equity-based awards, as determined by our Compensation Committee, commensurate with Mr.

Lemieux’s position and any business milestones which may be established by the Compensation Committee and subject to availability of shares and/or options for grant under our Equity Incentive Compensation Plan.

Lemieux’s employment with the Company is terminated for “Cause” (as such term is defined in the Lemieux Employment Agreement), subject to applicable law, the Company’s only obligation shall be to provide Mr.

Lemieux with his base salary and vacation pay earned through the date of termination and all of Mr.

Lemieux’s non-vested equity-based awards as of the date of termination will be automatically extinguished.

All vested equity-based awards will be subject to the terms of the applicable equity incentive compensation plan.

Lemieux is terminated by the Company without “Cause”, subject to Mr.

Lemieux executing a general release of claims in a form reasonably required by the Company, the Company’s obligation shall be to provide Mr.

Lemieux with (i) a lump sum payment equal to Mr.

Lemieux’s then current base salary for twelve months plus one additional month for every completed year of service since July 15, 2023, not to exceed an aggregate of twenty- four months (the Lemieux Severance Period), (ii) a lump sum payment of the annual bonus to which Mr.

Lemieux is entitled for the calendar year immediately preceding the date of termination, if such bonus has not already been paid, (iii) a lump sum payment equal to Mr.

Lemieux’s annual bonus entitlement, prorated over Mr.

Lemieux’s length of service in the calendar year in which his employment is terminated, calculated in accordance with the terms of the Lemieux Employment Agreement, (iv) payment of Mr.

Lemieux’s annual bonus entitlement during the full Lemieux Severance Period, calculated in accordance with the terms of the Lemieux Employment Agreement, (v) continuation of Mr.

Lemieux’s benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Lemieux Employment Agreement and (vi) subject to applicable law, any and all vested equity-based awards shall be exercisable in accordance with the terms of the applicable equity incentive compensation plan.

Lemieux’s employment is terminated or “constructively terminated” (as such term is defined in the Lemieux Employment Agreement) by the Company without “Cause” upon or within a twelve month period following a Change of Control (as such term is defined in the Lemieux Employment Agreement), Mr.

Lemieux shall be entitled to the payments and benefits provided as described in clauses (ii) to (v) above, plus a change of control payment equal to twenty-four months of his then current base salary.

Lemieux may resign from his employment at any time by providing the Company with a minimum of sixty days advance notice, in writing.

Lemieux’s notice may be waived by the Company, subject only to providing Mr.

Lemieux with payment of his base salary and continuation of benefits until the end of the notice period.

Lemieux resigns from his employment, subject to applicable law, (i) all non-vested equity-based awards held by Mr.

Lemieux as of the date of termination shall be automatically extinguished and all vested equity-based awards will be subject to the terms of the applicable equity incentive compensation plan and (ii) Mr.

Lemieux shall not be entitled to any bonus or pro rata bonus payment not already awarded on or before the date of termination.

During the term of Mr.

Lemieux’s employment with us and for twelve months following the cessation of Mr.

Lemieux’s employment with us, Mr.

Lemieux is prohibited from competing with our business in North America.

In addition, for twenty-four months following the cessation of Mr.

Lemieux’s employment with us, Mr.

Lemieux is prohibited from soliciting customers or prospective customers for any purpose competitive with our business, encouraging any customer to cease doing business with us and soliciting the employment or engagement of certain of our employees.

Prior Consulting Agreement with Stephen Lemieux effective December 22, 2022, terminated July 15, 2023

Prior to the Lemieux Employment Agreement, on December 21, 2022, the Company entered into a consulting agreement with Stephen Lemieux to provide, as an independent contractor, advice and services related to finance, accounting, financial reporting, financial planning and analysis and similar services as requested by the Company from time to time at a rate of C$135 per hour.

The agreement contained customary confidentiality, nondisclosure and proprietary information provisions.

The consulting agreement was terminated upon Mr.

Lemieux’s appointment as Chief Financial Officer.

Amended and Restated Employment Agreement with Michael Brooks effective as of August 4, 2023

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Pursuant to the Brooks Employment Agreement, Dr.

Brooks is entitled to a base salary of $335,340 per year effective May 13, 2023 and is eligible to receive a target annual bonus of 40% of his base salary, subject to the achievement of corporate and personal targets as determined by the Company and the Board of Directors.

Brooks’ base salary is subject to annual review by the Board of Directors.

Brooks’ base salary is subject to annual review by the Board.

Brooks is also entitled to an automobile allowance of $2,000 per month and is eligible to participate in the Company’s group insured benefits program, as may be in effect from time-to-time for employees generally, and executive employees specifically.

Brooks is eligible for equity-based awards pursuant to the Company’s Equity Incentive Compensation Plan, as determined by the Board of Directors or Compensation Committee, commensurate with Dr.

Brooks is eligible for equity-based awards pursuant to the Company’s Equity Incentive Compensation Plan, as determined by the Board or Compensation Committee, commensurate with Dr.

Brooks’ position and any business milestones that may be established by the Company.

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Brooks is prohibited from soliciting customers or prospective customers for any purpose competitive with the business of the Company, encouraging any customer to cease doing business with the Company and soliciting the employment or engagement of certain of Company’s employees.

Prior Employment Agreement with Michael Brooks effective as of June 7, 2019 and amended March 19, 2021 and April 12, 2022

Prior to the Brooks Employment Agreement, on June 14, 2019 but effective as of June 7, 2019, we entered into an employment agreement with Michael Brooks, PhD (as amended, the Brooks Prior Employment Agreement).

Pursuant to the Brooks Prior Employment Agreement, Dr.

Brooks agreed to serve as our President for an indefinite term until Dr.

Brooks’ employment was terminated in accordance with the agreement.

As compensation for his services to us, Dr.

Brooks received a base salary of $300,000 per year effective for the period January 1, 2021 to March 23, 2022 and a base salary of $310,500 per year effective for the period March 24, 2022 to May 12, 2023 and was eligible to receive a target annual bonus of 40% of his base salary, subject to achieving corporate and personal targets to be determined by us.

Brooks also received an automobile allowance of $2,000 per month and was eligible to participate in our group insured benefits program, as may be in effect from time-to-time for our employees generally, and executive employees specifically.

Brooks was eligible for future share and/or option grants, as may have been determined by our Compensation Committee, commensurate with Dr.

Brooks’ position and any business milestones which may have been established by the Compensation Committee and subject to availability of shares and/or options for grant under our Equity Incentive Compensation Plan.

Brooks’ employment with us was terminated for “Cause” (as such term is defined in the Brooks Prior Employment Agreement), subject to applicable law, our only obligation would have been to provide Dr.

Brooks with his base salary and vacation pay earned through the date of termination and all of Dr.

Brooks’ vested or non-vested share options which had not been exercised by Dr.

Brooks as of the date of termination would have been automatically extinguished.

Brooks was terminated by us without “Cause”, our obligation would have been to provide Dr.

Brooks with (i) a lump sum payment equal to Dr.

Brooks’ then current base salary for months plus one additional month for every completed year of service since September 2015, not to exceed an aggregate of twenty-four months (the Brooks Prior Severance Period), (ii) a lump sum payment of the annual bonus to which Dr.

Brooks was entitled for the fiscal year immediately preceding the date of termination, if such bonus had not already been paid, (iii) a lump sum payment equal to Dr.

Brooks’ annual bonus entitlement, prorated over Dr.

Brooks’ length of service in the fiscal year in which his employment was terminated, calculated in accordance with the terms of the Brooks Prior Employment Agreement, (iv) payment of Dr.

Brooks’ annual bonus entitlement during the full Brooks Prior Severance Period, calculated in accordance with the terms of the Brooks Prior Employment Agreement, (v) continuation of Dr.

Brooks’ benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Brooks Prior Employment Agreement and (vi) subject to applicable law, all share options granted to Dr.

Brooks would have been exercisable in accordance with the terms of the applicable share option plan.

Brooks’ employment was terminated or “constructively terminated” (as such term is defined in the Brooks Prior Employment Agreement) by us without “Cause” upon or within a twelve month period following a Change of Control (as such term is defined in the Brooks Prior Employment Agreement), Dr.

Brooks would have been entitled to the payments and benefits provided as described in clauses (ii) to (v) above, plus a change of control payment equal to twenty-four months of the his then current base salary.

Brooks could have resigned from his employment at any time by providing us with a minimum of sixty days advance notice, in writing.

Brooks’ notice could have been waived by us, subject only to providing Dr.

Brooks with payment of his base salary and continuation of benefits until the end of the notice period.

Brooks had resigned from his employment, subject to applicable law, (i) all non-vested share options and all vested share options held by Dr.

Brooks which had not been exercised by Dr.

Brooks as of the date of termination would have been automatically extinguished and (ii) Dr.

Brooks would not have been entitled to any bonus or pro rata bonus payment not already paid on or before the date of termination.

During the term of Dr.

Brooks’ employment with us and for twelve months following the cessation of Dr.

Brooks' employment with us, Dr.

Brooks was prohibited from competing with our business in North America.

In addition, for twenty-four months following the cessation of Dr.

Brooks' employment with us, Dr.

Brooks was prohibited from soliciting customers or prospective customers for any purpose competitive with our business, encouraging any customer to cease doing business with us and soliciting the employment or engagement of certain of our employees.

Employment Agreement with Peter Weiler effective as of August 4, 2023

On April 3, 2025 but effective May 1, 2025, we entered into an employment agreement with Peter Weiler (the “Weiler Employment Agreement”).

Pursuant to the Weiler Employment Agreement, Mr.

Weiler serves as our Chief Financial Officer for an indefinite term until his employment is terminated in accordance with the Weiler Employment Agreement.

As compensation for his services to the Company, Mr.

Weiler is entitled to a base salary of $300,000 per annum.

Weiler is also eligible to receive a target annual bonus of 40% of his base salary based on performance in the prior calendar year, subject to achieving corporate and personal targets determined by the Company and the Board.

Weiler will also receive an automobile allowance of $2,000 per month and is eligible to participate in the Company’s group insured benefits program, as may be in effect from time-to-time for the Company’s employees generally, and executive employees specifically.

Weiler is eligible for future equity-based awards, as determined by the Board, commensurate with Mr.

Weiler’s position and any business milestones which may be established by the Company.

Weiler’s employment with the Company is terminated for “Cause” (as such term is defined in the Weiler Employment Agreement), subject to applicable law, the Company’s only obligation shall be to provide Mr.

Weiler with his base salary and vacation pay earned through the date of termination and all of Mr.

Weiler’s non-vested equity-based awards as of the date of termination will be automatically extinguished.

All vested equity-based awards will be subject to the terms of the applicable equity incentive compensation plan.

Weiler is terminated by the Company without “Cause”, subject to Mr.

Weiler executing a general release of claims in a form reasonably required by the Company, the Company’s obligation shall be to provide Mr.

Weiler with (i) a lump sum payment equal to Mr.

Weiler’s then current base salary for twelve months plus one additional month for every completed year of service since May 1, 2025, not to exceed an aggregate of twenty-four months (the “Weiler Severance Period”), (ii) a lump sum payment of the annual bonus to which Mr.

Weiler is entitled for the calendar year immediately preceding the date of termination, if such bonus has not already been paid, (iii) a lump sum payment equal to Mr.

Weiler’s annual bonus entitlement, prorated over Mr.

Weiler’s length of service in the calendar year in which his employment is terminated, calculated in accordance with the terms of the Weiler Employment Agreement, (iv) payment of Mr.

Weiler’s annual bonus entitlement during the full Weiler Severance Period, calculated in accordance with the terms of the Weiler Employment Agreement, (v) continuation of Mr.

Weiler’s benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Weiler Employment Agreement and (vi) subject to applicable law, any and all vested equity-based awards shall be exercisable in accordance with the terms of the applicable equity incentive compensation plan.

Weiler’s employment is terminated or “constructively terminated” (as such term is defined in the Weiler Employment Agreement) by the Company without “Cause” upon or within a twelve month period following a Change of Control (as such term is defined in the Weiler Employment Agreement), Mr.

Weiler shall be entitled to the payments and benefits provided as described in clauses (ii) to (vi) above, plus a change of control payment equal to twenty-four months of his then current base salary.

Weiler may resign from his employment at any time by providing the Company with a minimum of sixty days advance notice, in writing.

Weiler’s notice may be waived by the Company, subject only to providing Mr.

Weiler with payment of his base salary and continuation of benefits until the end of the notice period.

Weiler resigns from his employment, subject to applicable law, (i) all non-vested equity-based awards held by Mr.

Weiler as of the date of termination shall be automatically extinguished and all vested equity-based awards will be subject to the terms of the applicable equity incentive compensation plan and (ii) Mr.

Weiler shall not be entitled to any bonus or pro rata bonus payment not already awarded on or before the date of termination.

During the term of Mr.

Weiler’s employment with the Company and for twelve months following the cessation of Mr.

Weiler’s employment with the Company, Mr.

Weiler is prohibited from competing with the Company’s business in North America.

In addition, for twenty-four months following the cessation of Mr.

Weiler’s employment with the Company, Mr.

Weiler is prohibited from soliciting customers or prospective customers for any purpose competitive with the Company’s business, encouraging any customer to cease doing business with the Company and soliciting the employment or engagement of certain of the Company’s employees.

Consulting Agreement with Stephen Lemieux, dated May 12, 2025

On May 12, 2025, Edesa Biotech Research entered into a Consulting Agreement with Stephen Lemieux, the Company’s former Chief Financial Officer (the “Consulting Agreement”), pursuant to which Mr.

Lemieux agreed to provide the Company with financial and accounting consulting services for a period of two years, which period may be extended by mutual agreement of Mr.

Lemieux and the Company.

In consideration for his services, the Company has agreed to pay Mr.

Lemieux an hourly rate of CAD $250.00 per hour.

In addition, pursuant to the Consulting Agreement, Mr.

Lemieux will be entitled to his fiscal year 2025 bonus, prorated for the seven (7) months in 2025 in which he was employed by the Company as Chief Financial Officer.

Lemieux will also be entitled to restricted stock units under the 2019 Plan at the discretion of the Board.

The Consulting Agreement is terminable by either party upon thirty days’ prior written notice.

Employment Agreement with Stephen Lemieux effective as of July 15, 2023, terminated effective May 1, 2025

On June 26, 2023 but effective as of July 15, 2023, we entered into an employment agreement with Stephen Lemieux (the “Lemieux Employment Agreement”).

Pursuant to the Lemieux Employment Agreement, Mr.

Lemieux served as our Chief Financial Officer for an indefinite term until Mr.

Lemieux’s employment is terminated in accordance with the agreement.

As compensation for his services to us, Mr.

Lemieux received a base salary of $330,000 per year and was eligible to receive a target annual bonus of 40% of his base salary, subject to achieving corporate and personal targets determined by us.

Lemieux also received an automobile allowance of $2,000 per month and was eligible to participate in our group insured benefits program, as may be in effect from time-to-time for our employees generally, and executive employees specifically.

Lemieux was eligible for future equity-based awards, as determined by our Compensation Committee, commensurate with Mr.

Lemieux’s employment with the Company was terminated for “Cause” (as such term is defined in the Lemieux Employment Agreement), subject to applicable law, the Company’s only obligation was to provide Mr.

Lemieux with his base salary and vacation pay earned through the date of termination and all of Mr.

Lemieux’s non-vested equity-based awards as of the date of termination will be automatically extinguished.

All vested equity-based awards would have been subject to the terms of the applicable equity incentive compensation plan.

Lemieux was terminated by the Company without “Cause”, subject to Mr.

Lemieux executing a general release of claims in a form reasonably required by the Company, the Company’s obligation would have been to provide Mr.

Lemieux with (i) a lump sum payment equal to Mr.

Lemieux’s then current base salary for twelve months plus one additional month for every completed year of service since July 15, 2023, not to exceed an aggregate of twenty- four months (the “Lemieux Severance Period”), (ii) a lump sum payment of the annual bonus to which Mr.

Lemieux was entitled for the calendar year immediately preceding the date of termination, if such bonus has not already been paid, (iii) a lump sum payment equal to Mr.

Lemieux’s annual bonus entitlement, prorated over Mr.

Lemieux’s length of service in the calendar year in which his employment is terminated, calculated in accordance with the terms of the Lemieux Employment Agreement, (iv) payment of Mr.

Lemieux’s annual bonus entitlement during the full Lemieux Severance Period, calculated in accordance with the terms of the Lemieux Employment Agreement, (v) continuation of Mr.

Lemieux’s benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Lemieux Employment Agreement and (vi) subject to applicable law, any and all vested equity-based awards would be exercisable in accordance with the terms of the applicable equity incentive compensation plan.

Lemieux’s employment was terminated or “constructively terminated” (as such term is defined in the Lemieux Employment Agreement) by the Company without “Cause” upon or within a twelve month period following a Change of Control (as such term is defined in the Lemieux Employment Agreement), Mr.

Lemieux would have been entitled to the payments and benefits provided as described in clauses (ii) to (v) above, plus a change of control payment equal to twenty-four months of his then current base salary.

Lemieux was able to resign from his employment at any time by providing the Company with a minimum of sixty days advance notice, in writing.

Lemieux’s notice was waivable by the Company, subject only to providing Mr.

Lemieux with payment of his base salary and continuation of benefits until the end of the notice period.

Lemieux resigned from his employment, subject to applicable law, (i) all non-vested equity-based awards held by Mr.

Lemieux as of the date of termination would be automatically extinguished and all vested equity-based awards will be subject to the terms of the applicable equity incentive compensation plan and (ii) Mr.

Lemieux would not have been entitled to any bonus or pro rata bonus payment not already awarded on or before the date of termination.

During the term of Mr.

Lemieux’s employment with us and for twelve months following the cessation of Mr.

Lemieux’s employment with us, Mr.

Lemieux is prohibited from competing with our business in North America.

In addition, for twenty- four months following the cessation of Mr.

Lemieux’s employment with us, Mr.

Outstanding Equity Awards at September 30, 2025

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Number of securities underlying unexercised options unexercisable (1)

Option exercise

Option exercise prices

Option expiration date

Number of shares or units of stock that have not vested (1)

Market value of shares or units of stock that have not vested ($) (5)

Pardeep Nijhawan, MD

1 unchanged sentence

Michael Brooks, PhD

Our options vesting policy is described in the Outstanding Equity Awards Narrative Disclosure section.

The option will vest over a period of three years, with monthly vesting on a pro-rata basis beginning on the date of grant.

Our options and RSU vesting policy is described in the Outstanding Equity Awards Narrative Disclosure section.

The option and RSUs vest over a period of three years, with monthly vesting on a pro-rata basis beginning on the date of grant.

The RSUs vest over a period of 18 months, with monthly vesting on a pro-rate basis beginning on the date of grant.

The RSUs vest over a period of 24 months, with monthly vesting on a pro-rate basis beginning on the date of grant.

Represents the product of (i) $2.47 (which was the closing price of the common shares on September 30, 2025, the last trading day of fiscal 2025) and (ii) the number of common shares underlying the RSUs.

Outstanding Equity Awards Narrative Disclosure

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Under the 2019 Plan, we are authorized to grant options, restricted shares and restricted share units (“RSUs”) to any of our officers, directors, employees, and consultants and those of our subsidiaries and other designated affiliates.

The number of shares available for issuance under the 2019 Plan is 642,737, including (i) 164,736 shares initially authorized and reserved for issuance under the 2019 Plan (including the shares available for the exercise of outstanding options and RSUs under the Company’s prior plans, as of the effective date of the 2019 Plan), (ii) 213,858 shares authorized and reserved for issuance pursuant to Amendment No.

1 to the 2019 Plan, (iii) 197,143 shares authorized and reserved for issuance pursuant to Amendment No.

2 to the 2019 Plan and (iv) 67,000 shares authorized and reserved for issuance pursuant to Amendment No.

3 to the 2019.

The number of shares available for issuance under the 2019 Plan is 2,367,737.

The purpose of the 2019 Plan is to advance the interests of the Company by encouraging equity participation through the acquisition of common shares of the Company.

The 2019 Plan is to be administered by the Compensation Committee of our Board of Directors, except to the extent (and subject to the limitations set forth in the 2019 Plan) the Board elects to administer the 2019 Plan, in which case the 2019 Plan shall be administered by only those members of the Board who are “independent” members of the Board.

The 2019 Plan is to be administered by the Compensation Committee of our Board, except to the extent (and subject to the limitations set forth in the 2019 Plan) the Board elects to administer the 2019 Plan, in which case the 2019 Plan shall be administered by only those members of the Board who are “independent” members of the Board.

The administrator of the 2019 Plan has the power to, among other things:

5 unchanged sentences

RSUs eligible for conversion to 333,319 common shares are outstanding at September 30, 2025.

Options granted during the year ended September 30, 2024 to employees under the 2019 Plan totaled 500 options to purchase common shares at an exercise price of $4.10.

Options granted during the year ended September 30, 2023 to directors, officers and employees under the 2019 Plan totaled 118,579 options to purchase common shares at exercise prices ranging from $5.79 to $10.01.

There were 46,602 RSUs granted during the year ended September 30, 2024.

There were 46,602 RSUs granted during the year ended September 30, 2023.

All RSUs were immediately vested and were for payment of salary, bonuses or consulting fees to the certain members of the executive team.

Options Vesting Policy

Vesting requirements for option awards are determined by the independent members of the Board of Directors.

Options granted by the Company during the year ended September 30, 2024 and 2023 generally had monthly vesting for directors in equal proportions over 12 months beginning on the grant date, monthly vesting for officers and current employees in equal proportions over 36 months beginning on the grant date and monthly vesting for new employees in equal proportions over 36 months beginning on the monthly anniversary of the grant date following 90 days of employment.

During the year ended September 30, 2025, we did not grant any stock options under the 2019 Plan.

During the year ended September 30, 2024, we granted 500 employee options to purchase common shares at an exercise price of $4.10.

During the year ended September 30, 2025, we granted 1,227,807 RSUs with varying vesting schedules—certain awards vested immediately upon grant, while others vest in monthly installments over 12 to 36 months.

Outstanding RSUs may be converted into common shares by the holder any time after vesting and before the stated expiry.

During the year ended September 30, 2024, we granted 30,159 RSUs, which vested immediately upon grant and were issued in lieu of cash compensation for salary, bonuses and consulting fees to certain members of the executive team.

Policies and Practices Related to Grants of Share Options or Similar Awards

We did not granted options, share appreciation rights, or other similar option-like instruments in the fiscal year ended September 30, 2024;

We did not grant options, share appreciation rights, or other similar option-like instruments in the fiscal year ended September 30, 2025;

however, it is our policy not to time any grants of equity awards in relation to the release of material non-public information.

Retirement Benefits

Executive officers and employees of our California subsidiary are eligible to receive the Company’s non-elective contribution of 3% of eligible compensation under a 401(k) plan to provide retirement benefits.

3 unchanged sentences

The following table sets forth information regarding the compensation of our non-employee directors for the year ended September 30, 2025.

Fees Earned or Paid in Cash ($)

Option Awards ($) (1)

Fees Earned or

Paid in Cash ($)

RSU Awards ($) (2) (3) (4)

Sean MacDonald

2 unchanged sentences

Carlo Sistilli, CPA, CMA

The compensation paid to each of Ms.

MacDonald, Mr.

Marshall and Mr.

Sistilli was paid in Canadian dollars and was converted from US dollars using the average foreign exchange rate for each month of the year from oanda.com.

As of September 30, 2025, (i) Ms.

Chypyha and Mr.

Marshall each held 11,000 RSUs, (ii) Mr.

Liu held 3,669 RSUs, (iii) Mr.

MacDonald and Mr.

Sistilli each held 20,001 RSUs, (iv) Mr.

Olson held 7,332 RSUs and Mr.

Oakes held 11,532 RSUs.

There were no share options grants in the year ended September 30, 2025.

3 unchanged sentences

MacDonald and Mr.

Sistilli each held 11,773 share options and Mr.

Oakes held 11,909 share options.

The compensation was paid in Canadian dollars and was converted from US dollars using the average foreign exchange rate for each month of the year from oanda.com.

Sistilli each held 11,773 share options, (iii) Mr.

Oakes held 11,773 share options and (iv) Dr.

Liu held no share options.

Oakes was not nominated for re-election at our Annual Meeting that was held on May 28, 2025.

Narrative to Director Compensation Table

1 unchanged sentence

The Board adopted a compensation policy effective June 7, 2019 and amended it effective March 24, 2022.

As compensation for their services on the Board of Directors, each non-executive board member received annual remuneration as noted below and prorated during the effective periods.

The Chief Executive Officer does not receive any additional compensation for his services on the Board of Directors.

From March 24, 2022 through September 30, 2024, each non-executive director received annual base remuneration of $35,000 and the Board Chair received annual remuneration of $65,000, inclusive of compensation for his services on committees of the Board of Directors.

As compensation for their services on the Board, each non-executive Board member received annual remuneration as noted below and prorated during the effective periods.

The Chief Executive Officer does not receive any additional compensation for his services on the Board.

Each member of the Company’s Audit Committee received annual remuneration of $7,500, and the Chair of the Audit Committee received $15,000 annually for his services.

20 unchanged sentences

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all common shares that they beneficially own, subject to applicable community property laws.

Common shares subject to options, warrants or restricted share units currently exercisable or exercisable within 60 days of December 11, 2024 are deemed outstanding for computing the share ownership and percentage of the person holding such options, warrants and restricted share units, but are not deemed outstanding for computing the percentage of any other person.

Common shares subject to preferred shares, options, warrants or restricted share units currently exercisable or convertible or exercisable or convertible within 60 days of December 12, 2025 are deemed outstanding for computing the share ownership and percentage of the person holding such preferred shares, options, warrants and restricted share units, but are not deemed outstanding for computing the percentage of any other person.

The percentage ownership of our common shares of each person or entity named in the following table is based on 8,333,823common shares outstanding as of December 12, 2025.

8 unchanged sentences

Carlo Sistilli, CPA, CMA

Stephen Lemieux, CPA

Michael Brooks, PhD

All directors and named executive officers as a group (9 persons)

Stephen Lemieux

All current directors and executive officers as a group (9 persons)

* Percentage of shares beneficially owned does not exceed one percent.

Unless otherwise indicated, the address of each beneficial owner is c/o Edesa Biotech, Inc., 100 Spy Court, Markham, ON Canada L3R 5H6.

Consists of (i) 29 common shares and (ii) 2,858 common shares issuable upon exercise of options exercisable within sixty days of December 11, 2024.

Consists of (i) 2,053 common shares and (ii) 11,753 common shares issuable upon exercise of options exercisable within sixty days December 11, 2024.

Consists of (i) 2,858 common shares issuable upon exercise of options exercisable within sixty days December 11, 2024 held by Patrick Marshall and.(ii) 465 common shares held by Quidnet Inc.

Consists of (i) 29 common shares, (ii) 2,858 common shares issuable upon exercise of options exercisable within sixty days of December 12, 2025 and (iii) 7,336 common shares issuable upon the conversion of restricted share units that have vested or will vest within sixty days of December 12, 2025.

Consists of (i) 2,053 common shares, (ii) 11,773 common shares issuable upon exercise of options exercisable within sixty days December 12, 2025 and (iii) 13,336 common shares issuable upon the conversion of restricted share units that have vested or will vest within sixty days of December 12, 2025.

Consists of (A) (i) 41,666 common shares, (ii) 2,858 common shares issuable upon exercise of options exercisable within sixty days December 12, 2025 and (iii) 7,336 common shares issuable upon the conversion of restricted share units that have vested or will vest within sixty days of December 12, 2025 held by Patrick Marshall and (B) 465 common shares held by Quidnet Inc.

for which Patrick Marshall has sole voting and dispositive power over all such shares.

Consists of (A)(i) 84,973 common shares, (ii) 48,776 common shares issuable upon exercise of options exercisable within sixty days of December 11, 2024 and (iii) 47,645 common shares issuable upon the conversion of restricted share units held by Pardeep Nijhawan;

(B)(i) 341,702 common shares (ii) 16,305 common shares issuable upon exercise of warrants exercisable within sixty days of December 11, 2024 and (iii) 56,925 common shares issuable upon conversion of preferred shares within sixty days of December 11, 2024 held by Pardeep Nijhawan Medicine Professional Corporation for which Pardeep Nijhawan has sole voting and dispositive power over all such shares;

Consists of (A) (i) 84,973 common shares, (ii) 54,488 common shares issuable upon exercise of options exercisable within sixty days of December 12, 2025, (iii) 275,579 common shares issuable upon the conversion of restricted share units and (iv) 277,086 common shares issuable upon conversion of Series B-1 Preferred Shares within sixty days of December 12, 2025 held by Pardeep Nijhawan;

(B)(i) 341,702 common shares, (ii) 342,865 common shares issuable upon exercise of warrants exercisable within sixty days of December 12, 2025 and (iii) 435,414 common shares issuable upon conversion of Series A-1 Preferred Shares within sixty days of December 12, 2025 held by Pardeep Nijhawan Medicine Professional Corporation for which Pardeep Nijhawan has sole voting and dispositive power over all such shares;

2 unchanged sentences

for which Pardeep Nijhawan has sole voting and dispositive power over all such shares and (E)(i) 32,609 common shares and (ii) 16,305 common shares issuable upon exercise of warrants exercisable within sixty days of December 12, 2025 held by The New Nijhawan Family Trust 2015 for which each of Pardeep Nijhawan and Nidhi Nijhawan, as trustees, have voting and dispositive power over all such shares.

Excludes (i) 326,560 common shares underlying warrants held by Pardeep Nijhawan Medicine Professional Corporation which are subject to a 19.99% beneficial ownership blocker, (ii) 378,489 common shares underlying Preferred Shares held by Pardeep Nijhawan Medicine Professional Corporation which are subject to a 19.99% beneficial ownership blocker and (iii) 11,050 common shares underlying restricted share units held by Pardeep Nijhawan which are subject to a 19.99% beneficial ownership blocker.

Consists of 11,909 common shares issuable upon exercise of options exercisable within sixty days of December 11, 2024.

Consists of 2,858 common shares issuable upon exercise of options exercisable within sixty days of December 11, 2024.

Consists of (i) 11,773 common shares issuable upon exercise of options exercisable within sixty days of December 11, 2024 held by Carlo Sistilli and (ii) 522 common shares held by York-Cav Enterprises Inc.

Excludes 243,747 common shares underlying Series B-1 Preferred Shares held by Pardeep Nijhawan Medicine Professional Corporation which are subject to a 19.99% beneficial ownership blocker.

Consists of (i) 2,748 common shares and (ii) 916 common shares issuable upon the conversion of restricted share units that have vested or will vest within sixty days of December 12, 2025 .

Consists of (i) 5,502 common shares, (ii) 2,858 common shares issuable upon exercise of options exercisable within sixty days of December 12, 2025 and (iii) 1,834 common shares issuable upon the conversion of restricted share units that have vested or will vest within sixty days of December 12, 2025.

Consists of (A)(i) 11,773 common shares issuable upon exercise of options exercisable within sixty days of December 12, 2025, (ii) 10,416 common shares held by Carlo Sistilli and (iii) 13,336 common shares issuable upon the conversion of restricted share units that have vested or will vest within sixty days of December 12, 2025 and (B) 522 common shares held by York-Cav Enterprises Inc.

for which Carlo Sistilli, as President and Director, has sole voting and dispositive power over all such shares.

Consists of (i) 5,662 common shares issuable upon exercise of options exercisable within sixty days of December 11, 2024 and (ii) 2,486 common shares issuable upon the conversion of restricted share units.

Consists of (i) 4,354 common shares, (ii) 63,858 common shares issuable upon exercise of options exercisable within sixty days of December 11, 2024, (iii) 303 common shares issuable upon exercise of warrants exercisable within sixty days of December 11, 2024 and (iv) 13,315 common shares issuable upon conversion of restricted share units.

Consists of (i) 551,824 common shares, (ii) 162,325 common shares issuable upon exercise of options exercisable within sixty days of December 11, 2024, (iii) 32,913 common shares issuable upon exercise of warrants exercisable within sixty days of December 11, 2024, (iv) 63,446 common shares issuable upon conversion of restricted share units and (v) 56,925 common shares issuable upon conversion of Preferred Shares within sixty days of December 11, 2024.

Consists of (i) 4,354 common shares, (ii) 67,662 common shares issuable upon exercise of options exercisable within sixty days of December 12, 2025, (iii) 303 common shares issuable upon exercise of warrants exercisable within sixty days of December 12, 2025 and (iv) 91,051 common shares issuable upon conversion of restricted share units that have vested or will vest within sixty days of December 12, 2025.

Consists of 14,448 common shares issuable upon conversion of restricted share units that have vested or will vest within sixty days of December 12, 2025.

Consists of (i) 2,486 common shares, (ii) 9,238 common shares issuable upon exercise of options exercisable within sixty days of December 12, 2025 and (iii) 18,768 common shares issuable upon the conversion of restricted share units that have vested or will vest within sixty days of December 12, 2025.

Consists of (i) 612,156 common shares, (ii) 154,270 common shares issuable upon exercise of options exercisable within sixty days of December 12, 2025, (iii) 359,473 common shares issuable upon exercise of warrants exercisable within sixty days of December 12, 2025, (iv) 425,172 common shares issuable upon conversion of restricted share units that have vested or will vest within sixty days of December 12, 2025, and (v) 712,500 common shares issuable upon conversion of preferred shares within sixty days of December 12, 2025.

Shareholders Known by Us to Own 5% or More of Our Common Shares

Name and Address of Beneficial Owner

Number of Shares Beneficially

Number of Shares Beneficially Owned

Percentage of Shares Beneficially Owned

Lumira Capital II, L.P.

and Lumira Capital II (International), L.P.

Consists of (i) 214,913 common shares held by Lumira Capital II, L.P.

and (ii) 19,873 common shares held by Lumira Capital II (International), L.P.

and beneficially owned by affiliates of Lumira Capital II, L.P.

and Lumira Capital II (International), L.P.

The address of both entities is 141 Adelaide Street West, Suite 770, Toronto, Ontario, Canada M5H 3L5.

We relied in part on the SEC Schedule 13D/A filed with the SEC on January 13, 2023 for this information.

Velan Capital Management LLC(1)

Stonepine Capital Management, LLC(2)

Nantahala Capital Management, LLC (3)

Rubric Capital Management LP(4)

Consists of (A)(i) 421,875 common shares, (ii) 63,492 common shares issuable upon exercise of warrants within sixty days of December 12, 2025 and (iii) 97,655 common shares issuable upon conversion of Series B-1 Preferred Shares within sixty days of December 12, 2025 that are beneficially owned and deemed outstanding with respect to Velan Capital Master Fund LP (“Velan Master”), (B) 15,625 common shares held by Velan Horizon Fund LP (“Velan Horizon”) and (C) 250,000 common shares held by Velan Capital Opportunity Fund II LLC (“Velan Opportunity II”).

Excludes common shares underlying Series B-1 Preferred Shares held by Velan Master, Velan Horizon and Velan Opportunity which are subject to a 9.99% beneficial ownership blocker.

Velan Horizon GP LLC (“Velan Horizon GP”), as the general partner of Velan Horizon, may be deemed to beneficially own securities beneficially owned by Velan Horizon.

Velan Capital Holdings LLC (“Velan GP”), as the general partner of Velan Master and managing member of Velan Opportunity II, may be deemed to beneficially own securities beneficially owned in the aggregate by Velan Master and Velan Opportunity II.

Velan Capital Investment Management LP (“Velan Capital”), as the investment manager of each of Velan Master, Velan Horizon and Velan Opportunity II, may be deemed to beneficially own the securities beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II.

Velan Capital Management LLC (“Velan IM GP”), as the general partner of Velan Capital, may be deemed to beneficially own the securities beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II.

Balaji Venkataraman, as a Managing Member of each of Velan Horizon GP, Velan GP and Velan IM GP, may be deemed to beneficially own the common shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II.

Adam Morgan, as the Chief Investment Officer of Velan Capital and a Managing Member of each of Velan Horizon GP, Velan GP and Velan IM GP, may be deemed to beneficially own the common shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II.

The address of the principal office of Velan Master is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands.

The address of the principal office of each of Velan Horizon, Velan Opportunity II, Velan Horizon GP, Velan GP, Velan Capital, Velan IM GP and Messrs.

Morgan and Venkataraman is 100 North Main Street, Suite 301, Alpharetta, Georgia 30009.

We relied in part on the SEC Schedule 13D filed with the SEC on February 18, 2025 for this information.

Consists of (i) 687,500 common shares and (ii) 93,750 common shares issuable upon conversion of Series B-1 Preferred Shares within sixty days of December 12, 2025 that are beneficially owned and deemed outstanding with respect to Stonepine Capital Management, LLC (“Stonepine”).

Stonepine and Stonepine GP, LLC (“Stonepine GP”) are the investment adviser and general partner, respectively, of Stonepine Capital, LP.

(“Stonepine Partnership”).

Jon Plexico is the control person of Stonepine and Stonepine GP.

The principal place of business of Stonepine Capital, LP is 919 NW Bond Street, Suite 204, Bend, OR 97703.

We relied in part on the SEC Schedule 13G filed with the SEC on February 25, 2025 for this information.

Consists of (A)(i) 178,167 common shares and (ii) 1,417 common shares issuable upon conversion of Series B-1 Preferred Shares within sixty days of December 12, 2025 that are beneficially owned and deemed outstanding with respect to Nantahala Capital Partners Limited Partnership (“Nantahala”), (B)(i) 100,613 common shares that are beneficially owned and deemed outstanding with respect to NCP RFM LP (“NCP RFM”) and (C)(i) 346,220 common shares and (ii) 229,167 common shares issuable upon conversion of Series B-1 Preferred Shares within sixty days of December 12, 2025 that are beneficially owned and deemed outstanding with respect to Blackwell Partners LLC – Series A (“Blackwell Partners”).

Excludes common shares underlying Series B-1 Preferred Shares held by Nantahala and NCP RFM which are subject to a 9.99% beneficial ownership blocker.

Nantahala Capital Management, LLC (“Nantahala Capital Management”) is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of the common shares beneficially owned in the aggregate by Nantahala, NCP RFM and Blackwell Partners, as a General Partner, Investment Manager, or Sub-Advisor and would be considered the beneficial owner of such securities.

Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management and may be deemed to have voting and dispositive power over the common shares beneficially owned in the aggregate by Nantahala, NCP RFM and Blackwell Partners.

The principal place of business of Nantahala Capital Management is 130 Main St.

2 nd Floor, New Canaan, CT 06840.

We relied in part on the SEC Schedule 13G filed with the SEC on May 15, 2025 for this information.

Consists of (i) 687,500 common shares and (ii) 161,147 common shares issuable upon conversion of Series B-1 Preferred Shares within sixty days of March 31, 2025 that are beneficially owned and deemed outstanding with respect to Rubric Capital Management LP (“Rubric”).

Excludes common shares underlying Series B-1 Preferred Shares held by Rubric which are subject to a 9.99% beneficial ownership blocker.

The principal place of business of Rubric is 155 East 44 th Street, Suite 1630, New York, NY 10017.

We relied in part on information provided by Rubric for this information.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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Rents of approximately $76,000 and $78,000 were incurred during the years ended September 30, 2025 and 2024, respectively.

Rents of approximately $30,000 and $15,000 were payable at September 30, 2024 and September 30, 2023, respectively.

No rent payable was outstanding at September 30, 2025, and rent payable was approximately $30,000 at September 30, 2024.

Credit Agreement

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Nijhawan, our Chief Executive Officer, providing for the Line of Credit in the principal amount of up to $10 million, with the Credit Limit of $3.5 million, which was available immediately upon the execution of the Credit Agreement.

The Line of Credit bore interest at the Canadian Imperial Bank of Commerce US Base-Interest Rate plus 3% per annum and has a maturity date of March 31, 2026, unless terminated earlier by either party with 90 days’ notice.

The Line of Credit bore interest at the Canadian Imperial Bank of Commerce US Base-Interest Rate plus 3% per annum and had a maturity date of March 31, 2026, unless terminated earlier by either party with 90 days’ notice.

The Company had the right at any time, and from time to time, to prepay all or any portion of each advance without premium or penalty.

Additionally, the Company agreed to pay a monthly standby fee for the term of the Credit Agreement, calculated as of the last business day of each month, on the difference between the Credit Limit at such time and the principal amount of outstanding advances, based on an annual interest rate of 1.5%.

Prior to termination, $51,000 of standby fees had accrued.

The Credit Agreement was terminated in October 2024.

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We incurred no termination penalties in connection with the termination of the Credit Agreement.

Preferred Shares

In October 2024, we entered into a Securities Purchase Agreement with PN MPC, an entity controlled by Pardeep Nijhawan, the Company’s Chief Executive Officer, Secretary and member of the board of directors of the Company, pursuant to which the Company agreed to issue and sell to PN MPC in a private placement, up to $5.0 million of Preferred Shares, each of which is initially convertible into approximately 2,903 Conversion Shares, at a conversion price of $3.445 per Conversion Share, and Warrants to purchase Warrant Shares at an exercise price of $3.445 per Warrant Share.

The Preferred Shares and the Warrants were sold together in a fixed combination of one Preferred Share and a Warrant to purchase a number of common shares equal to 75% of the underlying Conversion Shares at a combined purchase price of $10,272.13 per Preferred Share and related Warrants.

Under the Purchase Agreement, PN MPC has purchased 150 Preferred Shares initially convertible into an aggregate of 435,414 Conversion Shares and Warrants to purchase up to an aggregate of 326,560 Warrant Shares for an aggregate purchase price of $1,540,819.

The Warrants expire five years from the issuance date.

We have the right to require PN MPC to purchase additional Preferred Shares and Warrants (up to an aggregate investment of $5.0 million);

provided however, no more than an aggregate of $2.0 million of Preferred Shares and Warrants may be issued and sold pursuant to the Purchase Agreement without shareholder approval in accordance with applicable Canadian securities laws.

Series A-1 Offering

Series A-1 Preferred Shares Offering

On October 30, 2024, we entered into a Securities Purchase Agreement (the “Series A-1 Purchase Agreement”) with Pardeep Nijhawan Medicine Professional Corporation (the “Series A-1 Purchaser”), an entity controlled by Pardeep Nijhawan, our Chief Executive Officer, Secretary and member of our Board, pursuant to which we agreed to issue and sell to the Series A-1 Purchaser in a private placement, up to $5,000,000 of the Series A-1 Preferred Shares, each of which is initially convertible into approximately 2,903 common shares (the “Series A-1 Conversion Shares”) at a conversion price of $3.445 per Series A-1 Conversion Share, and warrants (the “Warrants”) to purchase 326,560 common shares (the “Warrant Shares”) at an exercise price of $3.445 per Warrant Share.

The Series A-1 Preferred Shares and the Warrants are being sold together in a fixed combination of one Series A-1 Preferred Share and a Warrant to purchase a number of common shares equal to 75% of the underlying Series A-1 Conversion Shares at a combined purchase price of $10,272.13 per Series A-1 Preferred Share and related Warrant.

Under the Series A-1 Purchase Agreement, the Series A-1 Purchaser has purchased 150 Series A-1 Preferred Shares initially convertible into an aggregate of 435,414 Series A-1 Conversion Shares and Warrants to purchase up to an aggregate of 326,560 Warrant Shares for an aggregate purchase price of $1,540,819.

The offering of the Series A-1 Preferred Shares and Warrants was structured as an at-market offering under the rules of The Nasdaq Stock Market.

The Series A-1 Purchaser will not have the right to convert any portion of its Series A-1 Preferred Shares, or exercise any portion of the Warrants, 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 or exercise.

We have the right to require the Series A-1 Purchaser to purchase additional Series A-1 Preferred Shares and Warrants (up to an aggregate investment of $5.0 million);

provided however, no more than an aggregate of $2.0 million of Series A-1 Preferred Shares and Warrants may be issued and sold pursuant to the Series A-1 Purchase Agreement without shareholder approval in accordance with applicable Canadian securities laws.

Series B-1 Preferred Shares Offering

On February 12, 2025, we entered into a Securities Purchase Agreement (the “Series B-1 Purchase Agreement”) with a lead investor and several additional investors signatory thereto (the “Series B-1 Investors”), including, among others, (i) Pardeep Nijahawan, our Chief Executive Officer, Secretary and member of our Board and Patrick Marshall and Carlo Sistilli, members of our Board and (ii) entities affiliated with Velan IM GP, Stonepine, entities affiliated with Nantahala Capital Management and Rubric, each of which are beneficial owners of more than 5% of our common shares.

Pursuant to the Series B-1 Purchase Agreement, we sold to the Series B-1 Investors in a private placement, an aggregate of (i) 834 Series B-1 Preferred Shares, each of which is initially convertible into approximately 5,208 common shares (the “Series B-1 Conversion Shares”) at a conversion price of $1.92 per Series B-1 Conversion Share, and (ii) 3,468,746 common shares (the “Shares”) (the “Private Placement”).

The purchase price per Series B-1 Preferred Share was $10,000 and the purchase price per common share was $1.92.

Pardeep Nijhawan purchased 100 Series B-1 Preferred Shares for an aggregate purchase price of $1.0 million.

Patrick Marshall purchased 41,666 common shares for an aggregate purchase price of approximately $80,000.

Carlo Sistilli purchased 10,416 common shares for an aggregate purchase price of approximately $20,000.

The entities affiliated with Velan IM GP purchased, in the aggregate, 687,500 common shares and 568 Series B-1 Preferred Shares, for an aggregate purchase price of approximately $7.0 million.

Stonepine purchased 687,500 common shares and 18 Series B-1 Preferred Shares, for an aggregate purchase price of approximately $1.5 million.

The entities affiliated with Nantahala Capital Management purchased, in the aggregate, 625,000 common shares and 80 Series B-1 Preferred Shares, for an aggregate purchase price of approximately $2.0 million.

Rubric purchased 687,500 common shares and 68 Series B-1 Preferred Shares, for an aggregate purchase price of approximately $2.0 million.

A holder of Series B-1 Preferred Shares 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 4.99% (or, at the option of the holder, 9.99%) of the number of common shares outstanding immediately after giving effect to such conversion, provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99%.

The Private Placement closed on February 12, 2025 (the “Closing Date”).

In connection with the Purchase Agreement, on February 12, 2025, we also entered into the Investor Rights Agreement with the Series B-1 Investors, whereby we agreed to provide the Series B-1 Investors with certain registration and other rights.

Pursuant to the terms of the Investor Rights Agreement, we agreed to (i) use reasonable best efforts to file a registration statement for the resale of the Shares and Series B-1 Conversion Shares (together, the “Registrable Securities”) within 30 days after the Closing Date and cause such registration statement to become effective no later than 75 days after the Closing Date (or 120 days in the event of a full review by the SEC) and (ii) use reasonable best efforts to keep any such registration statement continuously effective until the date that all of the Registrable Securities (X) have been sold under such registration statement, (Y) have been sold pursuant to Rule 144, or (Z) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.

The Investor Rights Agreement provides that the Board, following the Annual Meeting held in 2025, shall consist of 7 members, one of which shall be a director nominated by the Velan (the “Lead Investor Nominee”), who shall serve on the Board effective as of the Closing Date, until the earlier of such time as (i) Velan no longer holds at least 51% of the common shares (calculated on an as-converted-to-common shares basis), subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common shares, issued to Velan in the Private Placement and (ii) Velan beneficially owns less than 5% of the outstanding common shares as a result of a disposition of shares by Velan (such period, the “Lead Investor Rights Period”).

We also agreed to use our reasonable best efforts to solicit shareholder approval of the Lead Investor Nominee at each general or special meeting of shareholders of the Company at which an election of directors is held during the Lead Investor Rights Period.

Additionally, the Investor Rights Agreement includes certain protective provisions that restrict our ability to, among other things, (i) amend, modify, alter or repeal any provision of our governing documents in a manner adverse to the holders of Series B-1 Preferred Shares, (ii) alter or change the special rights and restrictions of the Series B-1 Preferred Shares and (iii) increase or decrease the authorized number of Series B-1 Preferred Shares, in each case, without the written consent of Velan Series B-1 Investors.

Pursuant to the Investor Rights Agreement, during the Lead Investor Rights Period, Velan is entitled to designate one (1) non-voting observer to the Board to attend all meetings of the Board and committees and subcommittees thereof, subject to the terms of the Investor Rights Agreement.

Director Independence

In evaluating the independence of our Board members and the composition of the committees of our Board of Directors, the Board of Directors utilizes the definition of “independence” as that term is defined by the Exchange Act and the Nasdaq Listing Rules.

Using this standard, the Board of Directors has determined that Joan Chypyha, Sean MacDonald, Patrick Marshall, Frank Oakes, Charles Olson and Carlo Sistilli are “independent directors.” Accordingly, our Board of Directors is composed of a majority of independent directors as required by the rules of Nasdaq.

In evaluating the independence of our Board members and the composition of the committees of our Board, the Board utilizes the definition of “independence” as that term is defined by the Exchange Act and the Nasdaq Listing Rules.

Using this standard, the Board has determined that Joan Chypyha, Sean MacDonald, Patrick Marshall, David Liu, Charles Olson and Carlo Sistilli are “independent directors.” Accordingly, our Board is composed of a majority of independent directors as required by the rules of Nasdaq.

Oakes, who was not nominated for re-election at our Annual Meeting that took place on May 28, 2025, was also determined to be an “independent director” when he served on the Board.

Pardeep Nijhawan is not an independent director due to his position as our Chief Executive Officer.

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Certificate of Change of Name of the Company, dated June 7, 2019 (included as Exhibit 3.6 to the Company's Annual Report on Form 10-K filed on December 12, 2019, and incorporated herein by reference).

Amended and Restated Articles of Edesa Biotech, Inc.

(included as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 31, 2024).

Amended Articles of Edesa Biotech, Inc.

(included as Exhibit 3.1 to the Company’ s Current Report on Form 8-K, filed on February 13, 2025, and incorporated herein by reference).

Notice of Articles of Edesa Biotech, Inc.

(filed herewith).

(included as Exhibit 3.7 to the Company’ s Registration Statement on Form S-3 filed on March 4, 2025, and incorporated herein by reference).

Specimen of common share certificate (included as Exhibit 4.1 to the Company’ s Registration Statement on Form S-3 filed on August 30, 2019, and incorporated herein by reference).

Form of Class A Purchase Warrant issued to investors (included as Exhibit 4.1 to the Company’ s Current Report on Form 8-K filed on January 6, 2020, and incorporated herein by reference).

Form of Warrant issued to Brookline Capital Markets, a division of Arcadia Securities, LLC (included as Exhibit 4.3 to the Company’ s Current Report on Form 8-K filed on January 6, 2020, and incorporated herein by reference).

Form of Warrant (included as Exhibit 4.2 to the Company's Registration Statement on Form S-1 filed on May 8, 2018, and incorporated herein by reference).

Form of Underwriter Warrant (included as Exhibit 4.1 to the Company’ s Current Report on Form 8-K/A filed on February 26, 2021, and incorporated herein by reference).

Form of Pre-Funded Warrant (included as Exhibit 4.1 to the Company’ s Current Report on Form 8-K filed on March 23, 2022, and incorporated herein by reference).

Form of Private Placement Warrant (included as Exhibit 4.2 to the Company’ s Current Report on Form 8-K filed on March 23, 2022, and incorporated herein by reference).

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Form of Class A Warrant (included as Exhibit 4.1 to the Company’ s Current Report on Form 8-K filed on November 3, 2022, and incorporated herein by reference).

Form of Class B Warrant (included as Exhibit 4.2 to the Company’ s Current Report on Form 8-K filed on November 3, 2022, and incorporated herein by reference).

Description of Securities (filed herewith).

Form of Common Share Purchase Warrant issued to H.C.

Wainwright & Co., Inc.

designees on June 7, 2019 (included as Exhibit 4.12 to the Company’ s Annual Report on Form 10-K filed on December 15, 2023, and incorporated herein by reference).

Form of Common Share Purchase Warrant issued to Pardeep Nijhawan Medicine Professional Corporation or its assigns on October 30, 2024 (included as Exhibit 4.1 to the Company’ s Current Report on Form 8-K filed on October 30, 2024, and incorporated herein by reference).

Form of Warrant (included as Exhibit 4.1 to the Company’ s Current Report on Form 8-K, filed on October 31, 2024, and incorporated herein by reference).

Advance Notice Policy, adopted October 31, 2013 (included as Exhibit 10.14 to the Company's Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).

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and NovImmune SA dated April 17, 2020 (included as Exhibit 10.2 to the Company’ s Current Report on Form 8-K filed on April 23, 2020, and incorporated herein by reference).

Employment Agreement by and between the Company and Kathi Niffenegger, dated December 1, 2020 (included as Exhibit 10.21 to the Company’ s Annual Report on Form 10-K filed on December 7, 2020, and incorporated herein by reference).

Strategic Innovation Fund Agreement among Edesa Biotech Research, Inc., Edesa Biotech, Inc., and her Majesty the Queen in right of Canada as represented by the Minister of Industry, dated February 2, 2021 (included as Exhibit 10.1 to the Company’ s Current Report on Form 8-K filed on February 3, 2021, and incorporated herein by reference).

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(included as Exhibit 10.3 to the Company’ s Quarterly Report on Form 10-Q filed on May 14, 2021, and incorporated herein by reference).

Amendment to Employment Agreement, entered into on March 19, 2021, by and between Kathi Niffenegger and Edesa Biotech USA, Inc.

(included as Exhibit 10.4 to the Company’ s Quarterly Report on Form 10-Q filed on May 14, 2021, and incorporated herein by reference).

Amendment to Employment Agreement, entered into on March 19, 2021, by and between Michael Brooks and Edesa Biotech, Inc.

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(included as Exhibit 10.1 to the Company’ s Quarterly Report on Form 10-Q filed on May 13, 2022, and incorporated herein by reference).

Amendment to Employment Agreement, entered into on April 12, 2022, by and between Kathi Niffenegger and Edesa Biotech USA, Inc.

(included as Exhibit 10.2 to the Company’ s Quarterly Report on Form 10-Q filed on May 13, 2022, and incorporated herein by reference).

Amendment to Employment Agreement, entered into on April 12, 2022, by and between Michael Brooks and Edesa Biotech USA, Inc.

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and Pardeep Nijhawan Medicine Professional Corporation (included as Exhibit 10.1 to the Company’ s Current Report on Form 8-K filed on October 31, 2024, and incorporated herein by reference).

Insider Trading Policy (filed herewith).

Form of Securities Purchase Agreement, dated February 12, 2025, between Edesa Biotech, Inc.

and the investors signatory thereto (included as Exhibit 10.1 to the Company’ s Current Report on Form 8-K, filed on February 13, 2025, and incorporated herein by reference).

Form of Investor Rights Agreement, dated February 12, 2025, between Edesa Biotech, Inc.

and the investors signatory thereto (included as Exhibit 10.2 to the Company’ s Current Report on Form 8-K, filed on February 13, 2025, and incorporated herein by reference).

Employment Agreement, dated April 3, 2025, by and between the Company and Peter Weiler (included as Exhibit 10.1 to the Company’ s Current Report on Form 8-K, filed on April 4, 2025, and incorporated herein by reference).

Consulting Agreement, dated May 12, 2025, between Edesa Biotech Research, Inc.

and Stephen Lemieux (included as Exhibit 10.4 to the Company’ s Quarterly Report on Form 10-Q filed on May 14, 2025, and incorporated herein by reference).

Amendment No.

4 to Edesa Biotech, Inc.

2019 Equity Incentive Compensation Plan (included as Exhibit 10.1 to the Company’ s Current Report on Form 8-K, filed on May 28, 2025, and incorporated herein by reference).

Amendment Agreement No.

1 to Strategic Innovation Fund Agreement, dated September 30, 2025, by and among Edesa Biotech Research, Inc., Edesa Biotech, Inc., and his Majesty the King in right of Canada as represented by the Minister of Industry (filed herewith).

Insider Trading Policy (included as Exhibit 19.1 to the Company's Annual Report on Form 10-K filed on December 13, 2024, and incorporated herein by reference).

Subsidiaries of Edesa Biotech, Inc.

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December 12, 2025

/s/ Stephen Lemieux

Stephen Lemieux

/s/ Peter Weiler

Chief Financial Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pardeep Nijhawan and Stephen Lemieux, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pardeep Nijhawan and Peter Weiler, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated

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Corporate Secretary (Principal Executive Officer)

/s/ Stephen Lemieux

/s/ Peter Weiler

Chief Financial Officer

December 12, 2025

Stephen Lemieux

(Principal Financial and Accounting Officer)

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December 12, 2025

/s/ David Liu

December 12, 2025

/s/ Sean MacDonald

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Patrick Marshall

/s/ Frank Oakes

December 13, 2024

/s/ Charles Olson

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The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 of the consolidated financial statements, the Company has incurred a net comprehensive loss, negative cash flows from operations and has a net working capital deficiency which raises substantial doubt about its ability to continue as a going concern.

As discussed in Note 1 of the consolidated financial statements, the Company has incurred a net comprehensive loss and negative cash flows from operations and has accumulated deficit, which raises substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

This matter is also described in the "Critical Audit Matters" section of our report.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9

1.877.251.2922 T:

416.596.1711 F:

Critical Audit Matters

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The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As described in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net working capital deficiency as at September 30, 2024 that raise substantial doubt about its ability to continue as a going concern.

The ability of the Company to continue as a going concern is ultimately dependent on its product candidates receiving approval from the Food and Drug Administration, Health Canada and the regulatory authorities of other countries in which its products are proposed to be sold and whether it is able to successfully market the approved products.

As described in Note 1 to the consolidated financial statements, the Company has incurred a net comprehensive loss, negative cash flows from operations and has accumulated deficit as at September 30, 2025 that raise substantial doubt about its ability to continue as a going concern.

The ability of the Company to continue as a going concern is ultimately dependent on obtaining additional funding through financing, grants and other strategic alternatives.

Management intends to continue to fund its business by way of equity financing.

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Our audit work in relation to this included, but was not restricted to, the following:

We evaluated management’s process for preparing the business plan with forecasted cash flows included in the going concern assessment;

We assessed the completeness, accuracy, and relevance of underlying data used in management’s forecast;

We evaluated the reasonableness of the underlying assumptions included in the forecasted cash flows used by management in their business plan considering the Company’s current and past performance, the consistency with external market and industry data, and whether these assumptions were consistent with evidence obtained in other areas of the audit;

We assessed the adequacy of the going concern disclosures included in Note 1 of the consolidated financial statements and considered if these are appropriate to reflect the assessments that management has performed.

We evaluated the cash flow forecasts prepared by management and evaluated the integrity and arithmetical accuracy of the model.

We evaluated the key assumptions used in management’s model to estimate future cash flows by comparing assumptions used by management against historical performance and budgets.

We assessed the adequacy of the going concern disclosures included in Note 1 of the consolidated financial statements.

Chartered Professional Accountants

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December 12, 2025

1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9

1.877.251.2922 T:

416.596.1711 F:

416.596.7894 MNP.ca

EDESA BIOTECH, INC.

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Non-current assets:

Property and equipment, net

Long-term deposits

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Total current liabilities

Non-current liabilities:

Long-term right-of-use lease liabilities

Total liabilities

Commitments (Note 7)

Shareholders' equity:

Capital shares

Authorized unlimited common and preferred shares without par value

Authorized unlimited common shares without par value

Issued and outstanding:

7,141,783 common shares (September 30, 2024 - 3,247,389 )

Authorized preferred shares issued and outstanding

150 Series A-1 preferred shares (September 30, 2024 - 0 )

834 Series B-1 preferred shares (September 30, 2024 - 0 )

Additional paid-in capital

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Consolidated Statements of Operations and Comprehensive Loss

Fiscal Year End

September 30, 2025

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Loss from operations

Other income (loss):

Other income :

Reimbursement grant income

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Consolidated Statements of Cash Flows

Fiscal Year End

September 30, 2025

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Share-based compensation

Gain on payable forgiveness

Gain on loan forgiveness

Changes in working capital items:

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Proceeds from issuance of common shares and warrants

Proceeds from exercise of warrants

Proceeds from issuance of Series A-1 preferred shares and warrants

Proceeds from issuance of Series B-1 preferred shares

Payments for issuance costs of common shares and warrants

Payment for issuance costs of preferred shares

Payment for issuance costs of warrants

Repayment of debt

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Common Shares

Series A-1 Preferred Shares

Series B-1 Preferred Shares

Additional Paid-in Capital

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Balance - September 30, 2023

Issuance of common shares and warrants in equity offering

Issuance of common shares upon exercise of warrants

Issuance of common shares upon exercise of restricted share units

Issuance costs

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Issuance of common shares

Issuance of Series A-1 preferred shares and warrants

Issuance of Series B-1 preferred shares

Issuance of common shares upon exercise of restricted share units

Issuance costs

Preferred return on Series A-1 preferred shares

Share-based compensation

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For the year ended September 30, 2025, the Company incurred a comprehensive loss of $ 7.1 million resulting in an accumulated deficit of $ 65.9 million.

For the year ended September 30, 2024, the Company had a net cash outflow from operating activities of $ 4.9 million and ended the year with $ 1.0 million in cash and cash equivalents and a net working capital deficit of $ 0.2 million.

Subsequent to the year end, the Company received proceeds of $ 1.5 million from the sale of Preferred Shares to the Pardeep Nijhawan Medicine Professional Corporation (PN MPC).

For the year ended September 30, 2025, the Company had a net cash outflow from operating activities of $ 7.3 million and ended the year with $ 10.8 million in cash and cash equivalents and a net working capital surplus of $ 10.4 million.

During the year ended September 30, 2025, the Company received net proceeds of $ 17.0 million from equity financings, including the issuance of common shares and preferred shares in multiple transactions.

Subsequent to year end, the Company received additional net proceeds of approximately $ 3.4 million from the issuance of equity securities sold pursuant to the Company’s ATM with H.C.

Wainwright & Co., LLC.

The Company’s ability to continue as a going concern is dependent on obtaining additional funding through financings, other strategic activities as well as via grants, to fund the development of its drug candidates.

There can be no assurance that the Company will be successful in raising the necessary financing.

These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

These conditions indicate the existence of a material uncertainty that may cast substantial doubt about the Company’s ability to continue as a going concern.

These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

1 unchanged sentence

The Company’s operations have historically been funded through issuances of common shares, exercises of common share purchase warrants, convertible preferred shares, convertible loans, government grants and tax incentives.

In August 2022 the Company filed a $ 150.0 million shelf registration statement, under which the Company entered into an equity distribution agreement with Canaccord for $ 20.0 million in gross proceeds, subject to certain offering limitations that allowed the Company to offer and sell common shares having an aggregate gross sales price of up to $ 8.4 million (Canaccord ATM).

In August 2022 the Company filed a $ 150.0 million shelf registration statement that expired in August 2025, under which the Company entered into an equity distribution agreement with Canaccord for $ 20.0 million in gross proceeds, subject to certain offering limitations that allowed the Company to offer and sell common shares having an aggregate gross sales price of up to $ 8.4 million (“Canaccord ATM”).

For the fiscal year ended September 30, 2024, the Company sold a total of 171,916 common shares pursuant to the agreement for net proceeds of $ 0.6 million after deducting commissions and costs of $ 0.1 million.

The Canaccord ATM was terminated in October 2024.

1 unchanged sentence

Wainwright & Co., LLC as a sales agent (“HCW ATM”) pursuant to which the Company may offer and sell, from time to time, common shares through an at-the-market equity offering program for up to $ 4.0 million in gross proceeds.

For the fiscal year ended September 30, 2025, the Company sold a total of 394,057 common shares pursuant to the agreement for net proceeds of approximately $ 1.0 million after deducting sales agent commissions.

A new shelf registration statement on Form S-3, allowing for the offer and sale of up to $4.0 million of securities, was filed and declared effective by the SEC on September 9, 2025.

Subsequent to September 30, 2025, the Company sold an additional 1,177,568 common shares under the HCW ATM for net proceeds of approximately $ 3.4 million after deducting sales agent commissions.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

The Company’s primary use of cash and cash equivalents is to fund operating expenses, which consist of research and development (“R&D”) and general and administrative (“G&A”) expenditures.

2 unchanged sentences

The Company incurred net losses of $ 7.2 million and $ 6.2 million for the years ended September 30, 2025 and 2024.

In October 2024, the Company entered into a Securities Purchase Agreement with PN MPC, an entity controlled by Pardeep Nijhawan, the Company’s Chief Executive Officer, Secretary and member of the board of directors of the Company, pursuant to which the Company agreed to issue and sell to PN MPC in a private placement, up to $ 5 million of shares (Preferred Shares) of the Company’s newly designated Series A-1 Convertible Preferred Shares, stated value $ 10,000 per share, each of which is initially convertible into approximately 2,903 common shares (Conversion Shares), without par value, of the Company (Common Shares) at a conversion price of $ 3.445 per Conversion Share, and warrants (Warrants) to purchase Common Shares (Warrant Shares) at an exercise price of $ 3.445 per Warrant Share.

The Preferred Shares and the Warrants are being sold together in a fixed combination of one Preferred Share and a Warrant to purchase a number of Common Shares equal to 75 % of the underlying Conversion Shares at a combined purchase price of $ 10,272.13 per Preferred Share and related Warrants.

The Warrants expire five years from the issuance date.

In October 2023, the Company entered into a multi-year contribution agreement (2023 SIF Agreement) with the Canadian Government’s Strategic Innovation Fund (SIF).

Under the 2023 SIF Agreement, the Government of Canada committed up to C$ 23 million in partially repayable funding.

Of the C$ 23 million committed by SIF, up to C$ 5.8 million is not repayable by the Company.

The remaining C$ 17.2 million is conditionally repayable starting in 2029 only if and when the Company earns gross revenue.

In February 2021, the Company signed a contribution agreement with the Canadian government’s SIF (2021 SIF Agreement), the Company was eligible to receive cash reimbursements up to C$ 14.1 million in the aggregate for certain R&D expenses related to the EB05 clinical development program.

All potential funding available under the 2021 SIF Agreement has been received.

For the years ended September 30, 2024 and 2023, the Company recorded grant income of $ 0.7 million and $ 0.6 million respectively related to the 2023 SIF Agreement.

In October 2023, the Company entered into a $ 10.0 million revolving credit agreement with Pardeep Nijhawan Medicine Professional Corporation (Credit Agreement), providing an unsecured revolving credit facility, with a credit limit of $ 3.5 million (Credit Limit) which is available immediately.

The line of credit bears interest at the Canadian Imperial Bank of Commerce US Base-Interest Rate plus 3 % per annum and has a maturity date of March 31, 2026 , unless terminated earlier by either party with 90 days’ notice.

Advances under the line of credit are tied to a borrowing base (Borrowing Base) consisting of eligible grant receivables from SIF, future potential license fee receivables and any other accounts receivable.

At no time shall the aggregate principal amount of all advances outstanding exceed the lesser of (i) the Credit Limit and (ii) an amount equal to 85 % of the Borrowing Base.

No amounts have been drawn upon from the Credit Agreement.

The Credit Agreement was terminated in October 2024.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

In March 2023, the Company entered into an equity distribution agreement with Canaccord, as sales agent, pursuant to which the Company may offer and sell, from time to time, common shares through an at-the-market equity offering program for up to $ 20 million in gross proceeds, subject to certain offering limitations that currently allows the Company to offer and sell common shares having an aggregate gross sales price of up to $ 8.4 million.

At September 30, 2024, the Company sold a total of 171,916 common shares pursuant to the agreement for gross proceeds of approximately $ 0.7 million.

In November 2022, the Company completed a private placement of units consisting of 384,475 common shares, 12-month warrants to purchase up to an aggregate of 192,248 common shares and 3-year warrants to purchase up to an aggregate of 192,248 common shares.

The gross proceeds from this offering are approximately $ 3.0 million, before offering expenses.

As of September 30, 2025, the Company had a working capital surplus of $ 10.4 million.

The Company has historically funded its operations through equity financings and government grants.

Basis of preparation

8 unchanged sentences

Actual results could differ from those estimates.

Areas where significant judgment is involved in making estimates are valuation of accounts and other receivable;

valuation and useful lives of property and equipment;

intangible assets;

right-of-use assets;

Significant areas of judgment and estimation include, but are not limited to, the valuation of accounts and other receivables;

the valuation and useful lives of intangible assets;

the measurement of right-of-use assets and lease liabilities;

deferred income taxes;

the determination of fair value of share-based compensation;

the determination of fair value of warrants in order to allocate proceeds from equity issuances;

and forecasting future cash flows for assessing the going concern assumption.

the determination of the fair value of share-based compensation;

the determination of the fair value of warrants and the allocation of proceeds from equity issuances;

and forecasting future cash flows in assessing our going concern assumption.

Functional and reporting currencies

9 unchanged sentences

As of September 30, 2025, all outstanding accounts, grants and HST refunds receivables were deemed to be fully collectible, and therefore, no allowance for doubtful accounts was recorded.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

Property and equipment

Property and equipment are recorded at historical cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is recorded to write off the cost of assets less their residual values over their useful lives, using the declining balance and straight-line methods.

Maintenance and repair expenditures that do not improve or extend the life are expensed in the period incurred.

Any gain or loss arising on the disposal or retirement of an item of property and equipment is recognized as the difference between the sales proceeds and the carrying amount of the asset.

The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis.

The Company capitalizes expenditures greater than $ 5,000 .

The Company changed its depreciation policy to straight line depreciation.

The depreciation policy for the principal asset categories are calculated as follows:

Computer equipment 30 % declining balance method or straight line 3 years

Furniture and equipment 20 % declining balance method or straight line for 4 years

Intangible assets

3 unchanged sentences

Intangible assets are stated at their historical cost, amortized on a straight-line basis over their expected useful lives, which is 25 years, and subject to impairment review at the end of each year.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

Impairment of long-lived assets

13 unchanged sentences

Research and development costs are expensed as incurred.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

Share-based compensation

2 unchanged sentences

The Company recognizes compensation expense for all share-based awards based on the estimated grant-date fair values.

For restricted share unit awards to employees, the fair value is based on the 5-day volume weighted average price (VWAP) of the Company’s common shares up to the date of grant.

The value of the portion of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period.

4 unchanged sentences

The provisions of the Company’s share-based compensation plans do not require the Company to settle any options or restricted share units by transferring cash or other assets, and therefore the Company classifies the awards as equity.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

Translation of foreign currency transactions

1 unchanged sentence

The financial statements of the wholly owned Canadian subsidiary is measured using the Canadian dollar as the functional currency.

Assets and liabilities of the Canadian operation have been translated at year-end exchange rates and related revenue and expenses have been translated at average exchange rates for the year.

Assets and liabilities of the Canadian operation have been translated at year-end exchange rates and related expenses have been translated at average exchange rates for the year.

Accumulated gains and losses resulting from the translation of the financial statements of the Canadian operation are included as part of accumulated other comprehensive loss, a separate component of shareholders’ equity.

13 unchanged sentences

and the state of California.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

Earnings (loss) per share

4 unchanged sentences

However, conversion of outstanding share options and warrants would have an antidilutive effect on loss per share for the years ended September 30, 2025 and 2024 and are therefore excluded from the computation of diluted loss per share.

See Note 8 for share options and warrants at September 30, 2024 and 2023.

See Note 7 for additional information on outstanding equity instruments at September 30, 2025 and 2024.

Segmented information

1 unchanged sentence

As the operations comprise a single reportable segment, amounts disclosed in the consolidated financial statements for net loss, comprehensive loss, depreciation and total assets also represent segmented amounts.

Adoption of recent accounting pronouncements

On October 1, 2022, the Company adopted Accounting Standards Update ASU 2021-10 Disclosure by Business Entities About Government Assistance, modifying ASC Topic 832, Government Assistance.

The amendments in ASU 2021-10 require disclosure of information about certain types of government assistance received.

The Company expanded its disclosures related to government assistance.

Future accounting pronouncements

2 unchanged sentences

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of the guidance on the consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

The Company does not expect that this standard will have a material impact on its consolidated financial statements.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

In December 2023, the FASB issued ASU No.

4 unchanged sentences

The Company is currently evaluating the impact of the guidance on the consolidated financial statements and disclosures.

Property and equipment

Property and equipment, net consisted of the following:

September 30, 2024

September 30, 2023

Computer equipment

Furniture and equipment

accumulated depreciation

Depreciable assets, net

Assets not in service

Total property and equipment, net

Depreciation expense amounted to $ 8,702 and $ 4,328 for the years ended September 30, 2024 and 2023, respectively.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Intangible assets

3 unchanged sentences

Subsequently, the license agreement will automatically renew for five -year periods unless either party terminates the agreement in accordance with its terms.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

Under the license agreement, the Company is exclusively responsible, at its expense, for the research, development manufacture, marketing, distribution and commercialization of the Constructs and licensed products and to obtain all necessary licenses and rights.

5 unchanged sentences

See Note 6 for license commitments.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

Intangible assets, net consisted of the following:

16 unchanged sentences

The components of lease cost were as follows:

Fiscal Year End

September 30, 2025

1 unchanged sentence

Right-of-use lease cost, included in general and administrative on the Statements of Operations

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

Lease terms and discount rates were as follows:

3 unchanged sentences

Estimated incremental borrowing rate:

The approximate future minimum lease payments under operating leases at September 30, 2024 were as follows:

September 30, 2025

Total lease payments

Less imputed interest

Present value of right-of-use lease liabilities

Present value included in current liabilities

Present value included in long-term liabilities

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

Cash flow information was as follows:

Fiscal Year End

September 30, 2025

2 unchanged sentences

Research and other commitments

The Company has commitments for contracted research organizations who perform clinical trials for the Company’s ongoing clinical studies and other service providers.

The Company has commitments for contract manufacturing and other service providers for chemistry, manufacturing and controls and related development activities associated with its product candidates.

Aggregate future contractual payments at September 30, 2025 are as follows:

4 unchanged sentences

September 30, 2030

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

License and royalty commitments

14 unchanged sentences

No license or royalty payments were made to the third party during the years ended September 30, 2025 and 2024, respectively.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

In March 2021, through its Ontario subsidiary, the Company entered into a license agreement with the inventor of the same pharmaceutical product to acquire global rights for all fields of use beyond those named under the 2016 license agreement.

For the years ended September 30, 2024 and 2023, the Company recorded expenses of $ 100,000 and $ 50,000 , respectively, as a result of meeting milestones outlined in the 2021 license agreement.

For the years ended September 30, 2025 and 2024, the Company recorded expenses of $ 100,000 in each year as a result of meeting milestones outlined in the 2021 license agreement.

The Company is committed to remaining payments of up to an aggregate amount of $ 68.9 million, primarily relating to future potential commercial approval and sales milestones.

4 unchanged sentences

Contributions to the 401(k) plan were $ 13,750 and $ 17,870 during the years ended September 30, 2025 and 2024, respectively.

Capital shares

Series B-1 Preferred Shares Offering

On February 12, 2025, the Company entered into a Securities Purchase Agreement (“Series B-1 Purchase Agreement”) with certain investors, including members of the Company’s board of directors and executive officers (the “Series B-1 Investors”), pursuant to which the Company issued and sold to the Series B-1 Investors in a private placement (the “Private Placement”), an aggregate of (i) 834 shares (the “Series B-1 Preferred Shares”) of the Company’s newly designated Series B-1 Convertible Preferred Shares, stated value $ 10,000 per share, each of which is initially convertible into approximately 5,208 common shares (the “Series B-1 Conversion Shares”), without par value, of the Company (the “Common Shares”) at a conversion price of $ 1.92 per Series B-1 Conversion Share, and (ii) 3,468,746 Common Shares.

The purchase price per Series B-1 Preferred Share was $ 10,000 and the purchase price per Common Share was $ 1.92 .

The gross proceeds to the Company were approximately $ 15.0 million, prior to deducting offering expenses payable by the Company which were allocated between the Series B-1 Preferred Shares and Common Shares based on the market price of the Company’s Common Shares on the issuance date.

A Series B-1 Investor 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 4.99%, 9.99% or 19.99% of the number of Common Shares outstanding immediately after giving effect to such conversion.

The Series B-1 Purchase Agreement contains customary representations and warranties and agreements of the Company and the Series B-1 Investors and customary indemnification rights and obligations of the parties.

The Series B-1 Preferred Shares are presented as permanent shareholders’ equity.

The Series B-1 Preferred Shares did not exist in the comparative period;

therefore, no prior-period disclosure is presented.

Series B-1 Convertible Preferred Shares (#)

Series B-1 Convertible Preferred Shares

Balance - September 30, 2024

Issuance of Series B-1 Preferred Shares

Series B-1 Preferred Shares issuance costs

Balance - September 30, 2025

Series A-1 Preferred Shares Offering

On October 30, 2024, the Company entered into a Securities Purchase Agreement (“Series A-1 Purchase Agreement”) with an entity controlled by the Company’s Chief Executive Officer, Secretary and member of the board of directors of the Company (“Series A-1 Purchaser”), pursuant to which the Company agreed to issue and sell to the Series A-1 Purchaser in a private placement, up to $ 5,000,000 of shares of the Company’s newly designated Series A-1 Convertible Preferred Shares, stated value $ 10,000 per share (the “Series A-1 Preferred Shares”), each of which is initially convertible into approximately 2,903 Common Shares (the “Series A-1 Conversion Shares”), at a conversion price of $ 3.445 per Series A-1 Conversion Share, and warrants (“Warrants”) to purchase Common Shares (the “Series A-1 Warrant Shares”) at an exercise price of $ 3.445 per Series A-1 Warrant Share.

The Series A-1 Preferred Shares and the Warrants are being sold together in a fixed combination of one Series A-1 Preferred Share and a Warrant to purchase a number of Common Shares equal to 75 % of the underlying Series A-1 Conversion Shares at a combined purchase price of $ 10,272.13 per Series A-1 Preferred Share and related Warrants.

The offering of the Series A-1 Preferred Shares and Warrants was structured as an at-market offering under the rules of The Nasdaq Stock Market.

The Series A-1 Purchaser will not have the right to convert any portion of its Series A-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.

EDESA BIOTECH, INC.

1 unchanged sentence

For the Years Ended September 30, 2025 and 2024

Capital shares

Equity offerings

On November 2, 2022, the Company completed a private placement of units consisting of 384,475 common shares, Class A warrants to purchase up to an aggregate of 192,248 common shares and Class B warrants to purchase up to an aggregate of 192,248 common shares.

Net proceeds from the offering were $ 2.9 million, which were allocated between the relative fair values of the common shares (using a fair value of $ 2.7 million) and the common share purchase warrants (using a total fair value of $ 1.2 million).

The warrants became exercisable December 23, 2022.

The Class A warrants have an exercise price of $ 10.50 per share and will expire on December 23, 2025 .

The Class B warrants have an exercise price of $ 7.00 per share and expired on December 23, 2023 .

The warrants are considered contracts on the Company’s own shares and are classified as equity.

The Warrants expire five years from the issuance date.

The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the issuance or resale of the Common Shares issuable upon exercise of the Warrants to or by the holders thereof.

The exercise price of the Warrants is subject to customary antidilution adjustments in the event of share splits, reclassifications, recapitalizations and similar events.

The Series A-1 Purchaser will not have the right to exercise any portion of its Warrants 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 exercise.

The Company has the right to require the Series A-1 Purchaser to purchase additional Series A-1 Preferred Shares and Warrants (up to an aggregate investment of $ 5.0 million); provided however, no more than an aggregate of $ 2.0 million of Series A-1 Preferred Shares and Warrants may be issued and sold pursuant to the Series A-1 Purchase Agreement without shareholder approval in accordance with applicable Canadian securities laws.

The Series A-1 Purchase Agreement contains customary representations and warranties and agreements of the Company and the Series A-1 Purchaser and customary indemnification rights and obligations of the parties.

The Company has the option to redeem the Series A-1 Preferred Shares, and upon conversion or liquidation, holders are entitled to receive the stated value plus a 10 % annual return on capital, payable in Common Shares at the conversion price, calculated daily until the three-year anniversary of issuance.

The Series A-1 Preferred Shares are presented as permanent shareholders’ equity.

The total proceeds were allocated between the Series A-1 Preferred Shares and warrants using relative fair value.

The fair value of the Series A-1 Preferred Shares was determined as a reference to the fair value of Common Shares on the issuance date and the fair value of the warrants was determined using Black-Scholes option pricing model as detailed below.

The Series A-1 Convertible Preferred Shares did not exist in the comparative period;

therefore, no prior-period disclosure is presented.

Series A-1 Convertible Preferred Shares (#)

Series A-1 Convertible Preferred Shares

Balance - September 30, 2024

Issuance of Series A-1 Preferred Shares

Series A-1 Preferred Shares issuance costs

Preferred return on Series A-1 Preferred Shares

Balance - September 30, 2025

Equity distribution agreement

On March 27, 2023, the Company entered into the Canaccord ATM, pursuant to which the Company may offer and sell, from time to time, common shares through an at-the-market equity offering program for up to $ 20.0 million in gross proceeds, subject to certain offering limitations that currently allow the Company to offer and sell common shares having an aggregate gross sales price of up to $ 8.4 million.

The Company has no obligation to sell any of the common shares and may at any time suspend sales or terminate the equity distribution agreement in accordance with its terms.

During the year ended September 30, 2024, the Company sold a total of 171,916 common shares pursuant to the agreement for gross proceeds of approximately $ 0.7 million.

During the year ended September 30, 2023, the Company sold a total of 196,401 common shares pursuant to the agreement for gross proceeds of approximately $ 1.3 million.

The Canaccord ATM was terminated on October 3, 2024.

At The Market offering agreement

14 unchanged sentences

Changes in the subjective input assumptions can materially affect the fair value estimates, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s warrants and share options.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

A summary of the Company’s warrants activity is as follows:

4 unchanged sentences

Balance - September 30, 2025

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

The weighted average contractual life remaining on the outstanding warrants at September 30, 2025 is 28 months.

5 unchanged sentences

September 2027

There were no warrants issued during the year ended September 30, 2024.

The fair value of warrants issued during the year ended September 30, 2025 were estimated using the Black-Scholes option valuation model using the following assumptions:

Year Ended September 30, 2025

Class A Warrants

Class B Warrants

Class A Pref Share

Risk free interest rate

36 unchanged sentences

There were 17,880 options at September 30, 2025 that had not vested with a weighted average exercise price of $ 6.77 and an intrinsic value of $ 0.00 and a weighted average remaining life of 91 months.

The fair value of options granted during the years ended September 30, 2024 and 2023 was estimated using the Black-Scholes option valuation model using the following assumptions:

September 30, 2024

September 30, 2023

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

The fair value of options granted during the year ended September 30, 2024 was estimated using the Black-Scholes option valuation model using the following assumptions:

Year Ended September 30, 2024

Risk free interest rate

3.62 % - 4.18

Expected life (years)

Expected share price volatility

95.3 % - 97.34

Expected dividend yield

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

The Company recorded $ 0.5 million and $ 1.2 million of share-based compensation expenses for the years ended September 30, 2024 and 2023, respectively.

As of September 30, 2025, the Company had approximately $ 0.01 million of unrecognized share-based compensation expense, which is expected to be recognized over a period of 12 months.

2 unchanged sentences

Under the 2019 Plan, the RSU term is not to exceed 10 years.

The fair value is based on the 5-day VWAP of the Company's common shares up to the date of grant.

The fair value of RSUs is determined based on the market price of the Company’s common shares on the grant date.

The following is a summary of changes in the status of RSUs from October 1, 2024 through September 30, 2025:

2 unchanged sentences

Balance - September 30, 2023

Converted to common shares

Balance - September 30, 2024

2 unchanged sentences

Number of RSU

Exercisable at

September 30, 2025 (#)

Fully-vested RSUs

August 2033 - September 2035

The RSUs that were granted in the current year was for compensation to the Company’s Chief Executive Officer who is receiving 50% of his salary in RSUs.

In the comparative period, RSUs were granted in lieu of cash bonuses for certain employees and in lieu of payments on consulting invoices for services prior to the appointment of the new Chief Financial Officer.

All RSUs that were granted vested immediately upon the grant date.

The outstanding RSUs can be converted to common shares by the holder at any time prior to the expiry date.

There is no future unrecorded compensation expense for the RSUs.

Government Contributions

Reimbursement grant income for the Company’s federal grant with the Canadian government’s SIF is recorded based on the claim period of eligible costs.

Vesting in the next 12 months

Vesting from 13–24 months

Vesting in 24 months or greater

The Company has granted RSUs with varying vesting schedules.

Certain RSU’s vest immediately upon the grant date, while others vest over a period ranging from 12 to 36 months.

Outstanding RSUs can be converted to Common Shares by the holder at any time after vesting and before the expiry date.

As of September 30, 2025, the Company had approximately $ 1.8 million of unrecognized restricted share unit compensation expense, which is expected to be recognized over a period of 32 months.

The Company recorded $ 0.7 million and $ 0.5 million of share-based compensation expenses for the years ended September 30, 2025 and 2024, respectively.

These amounts include expenses related to both stock options and RSUs granted to employees and directors under the Company’s equity compensation plans.

EDESA BIOTECH, INC.

1 unchanged sentence

For the Years Ended September 30, 2025 and 2024

In October 2023, the Company entered into the 2023 SIF Agreement with the Canadian Government.

Under the 2023 SIF Agreement, the Government of Canada committed up to C$ 23 million in partially repayable funding toward (i) conducting and completing the Company’s Phase 3 clinical study of its experimental drug EB05 in critical-care patients with Acute Respiratory Distress Syndrome (ARDS) caused by COVID-19 or other infectious agents, (ii) submitting EB05 for governmental approvals and manufacturing scale-up, following, and subject to, completing the Phase 3 study and (iii) conducting two non-clinical safety studies to assess the potential long-term impact of EB05 exposure (the Project).

Government Contributions

The Company’s wholly owned subsidiary Edesa Biotech Research is party to a multi-year contribution agreement with the Canadian government’s Strategic Innovation Fund, or SIF, dated October 12, 2023, and an Amendment Agreement No.

1 to the agreement, dated September 30, 2025 (together, the “2023 SIF Agreement”).

Under the 2023 SIF Agreement, the Government of Canada committed up to C$ 23 million in partially repayable funding toward (i) conducting and completing the Company’s Phase 3 clinical study of its experimental drug EB05, (ii) submitting EB05 for governmental approvals and manufacturing scale-up, following, and subject to, completing the Phase 3 study and (iii) conducting two non-clinical safety studies to assess the potential long-term impact of EB05 exposure (the “Project”).

Of the C$ 23 million committed by SIF, up to C$ 5.8 million is not repayable by the Company.

1 unchanged sentence

The repayable portion would be payable over fifteen ( 15 ) years based on a percentage rate of the Company’s annual revenue growth.

The maximum amount repayable under the Agreement is 1.4 times the original repayable amount.

In addition, the Company is entitled to partial reimbursement of certain eligible expenses under the Agreement.

Under the Agreement, the Company agreed to certain financial and non-financial covenants and other obligations in relation to the Project.

Pursuant to the Agreement, certain customary events of default, such as the Company’s or Edesa Biotech Research’s breach of their covenants and obligations under the Agreement, their insolvency, winding up or dissolution, and other similar events, may permit the Government of Canada to declare an event of default under the Agreement.

Upon an event of default, subject to applicable cure, the Government of Canada may exercise a number of remedies, including suspending or terminating funding under the Agreement, demanding repayment of funding previously received and/or terminating the Agreement.

The maximum amount repayable is 1.4 times the original repayable amount.

In addition, the Company is entitled to partial reimbursement of certain eligible expenses.

The Company also agreed to certain financial and non-financial covenants and other obligations in relation to the Project.

Certain customary events of default, such as the Company’s or Edesa Biotech Research’s breach of their covenants and obligations under the Agreement, their insolvency, winding up or dissolution, and other similar events, may permit the Government of Canada to declare an event of default.

Upon an event of default, subject to applicable cure, the Government of Canada may exercise a number of remedies, including suspending or terminating funding, demanding repayment of funding previously received and/or terminating the 2023 SIF Agreement.

The funding and any associated conditional repayments are not secured by any assets of Edesa Biotech Research or the Company.

The Agreement will expire on the later of December 31, 2042 or the date of the last repayment, unless earlier terminated, subject to certain provisions that extend three ( 3 ) years beyond the term or early termination of the Agreement.

Under the October 2023 SIF Agreement the Company recorded grant income of $ 0.7 million and $ 0.6 million for the years ended September 30, 2024 and September 30, 2023, respectively.

The 2023 SIF Agreement will expire on the later of December 31, 2045 or the date of the last repayment, unless earlier terminated, subject to certain provisions that extend three ( 3 ) years beyond the term or early termination.

Under the 2023 SIF Agreement the Company recorded grant income of $ 0.8 million and $ 0.7 million for the years ended September 30, 2025 and September 30, 2024, respectively.

Canada Emergency Business Account

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The CEBA loan has been fully repaid and closed with CIBC.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

The reconciliation of the combined Canadian federal and provincial statutory income tax rate to the approximate effective tax rate is as follows:

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Income tax (recovery) expense

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

Components of the net deferred tax asset or liability

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The Company uses the fair value measurement framework for valuing financial assets and liabilities measured on a recurring basis in situations where other accounting pronouncements either permit or require fair value measurements.

The Company follows the fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company.

Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

EDESA BIOTECH, INC.

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For the Years Ended September 30, 2025 and 2024

The Company follows the fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company.

There are three levels of inputs that may be used to measure fair value:

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In meeting its liquidity requirements, the Company closely monitors its forecasted cash requirements with expected cash drawdown.

Loss per Share

The Company had securities outstanding which could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would have been anti-dilutive.

Related party transactions

On February 12, 2025 (the “Closing Date”), the Company entered into the Series B-1 Purchase Agreement with the Series B-1 Investors.

Pursuant to the Series B-1 Purchase Agreement, the Company sold to the Series B-1 Investors in a private placement, an aggregate of (i) 834 Series B-1 Preferred Shares, each of which is initially convertible into approximately 5,208 Series B-1 Conversion Shares at a conversion price of $ 1.92 per Series B-1 Conversion Share, and (ii) 3,468,746 Common Shares.

The purchase price per Series B-1 Preferred Share was $ 10,000 and the purchase price per common share was $ 1.92 .

The Company’s Chief Executive Officer, Secretary, and a member of the board of directors purchased 100 Series B-1 Preferred Shares for an aggregate purchase price of $ 1.0 million.

A director purchased 41,666 Common Shares for an aggregate purchase price of approximately $ 80,000 .

Another director purchased 10,416 Common Shares for an aggregate purchase price of approximately $ 20,000 .

Entities affiliated with significant beneficial owner purchased, in aggregate, 2,687,500 Common Shares and 734 Series B-1 Preferred Shares for aggregate gross proceeds of approximately $ 12.5 million.

A holder of Series B-1 Preferred Shares 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 4.99 % (or, at the option of the holder, 9.99 %) of the number of Common Shares outstanding immediately after giving effect to such conversion, provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99 %.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

In connection with the Series B-1 Purchase Agreement, on February 12, 2025, the Company also entered into an Investor Rights Agreement (“IRA”) with the Series B-1 Investors, whereby the Company agreed to provide the Series B-1 Investors with certain registration and other rights.

The IRA provides that the board of directors, following the Company’s annual meeting to be held on May 28, 2025, shall consist of seven members, one of whom shall be a director nominated by the lead investor (the “Lead Investor Nominee”), who shall serve on the board effective as of the Closing Date, until the earlier of such time as (i) the lead investor no longer holds at least 51% of the Common Shares (calculated on an as-converted-to-Common Shares basis), subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Common Shares issued in the private placement, or (ii) the lead investor beneficially owns less than 5% of the outstanding Common Shares as a result of a disposition of shares (such period, the “Lead Investor Rights Period”).

The Company also agreed to use its reasonable best efforts to solicit shareholder approval of the Lead Investor Nominee at each general or special meeting of shareholders of the Company at which an election of directors is held during the Lead Investor Right Period.

Additionally, the IRA includes certain protective provisions that restrict the Company’s ability to, among other things, (i) amend, modify, alter or repeal any provision of the Company’s governing documents in a manner adverse to the holders of Series B-1 Preferred Shares, (ii) alter or change the special rights and restrictions of the Series B-1 Preferred Shares and (iii) increase or decrease the authorized number of Series B-1 Preferred Shares, in each case, without the written consent of the lead investor.

Pursuant to the IRA, during the Lead Investor Rights Period, the lead investor is entitled to designate one (1) non-voting observer to the Board to attend all meetings of the Board and committees and subcommittees thereof, subject to the terms of the IRA.

On October 30, 2024, the Company entered into the Series A-1 Purchase Agreement with the Series A-1 Purchaser, an entity controlled by the Company’s Chief Executive Officer, Secretary and member of the board of directors of the Company, pursuant to which the Company agreed to issue and sell to the Series A-1 Purchaser in a private placement, up to $ 5,000,000 of the Series A-1 Preferred Shares, each of which is initially convertible into the Series A-1 Conversion Shares, at a conversion price of $ 3.445 per Series A-1 Conversion Share, and Warrants to purchase Common Shares at an exercise price of $ 3.445 .

The offering of the Series A-1 Preferred Shares and Warrants was structured as an at-market offering under the rules of The Nasdaq Stock Market.

The Series A-1 Purchaser will not have the right to convert any portion of its Series A-1 Preferred Shares, or exercise any portion of the Warrants, 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 or exercise.

See Note 5 – Series A-1 Convertible Preferred Shares offering.

During each of the years ended September 30, 2025 and 2024, the Company paid cash of $ 76,000 and $ 78,000 , respectively, for a ROU lease from a company controlled by the Company's CEO.

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On December 31, 2022, the Company executed a two -year lease extension through December 31, 2024 in accordance with the terms of the original lease agreement.

Rents of approximately $ 30,000 and $ 15,000 were payable at September 30, 2024, and September 30, 2023, respectively.

The Company agreed to pay a monthly standby fee for the term of the Credit Agreement, which amounted to $51,000 in September 2024 and nil in September 2023.

Rents of approximately $ 30,000 was payable at September 30, 2024.

No rent was payable at September 30, 2025.

The Company agreed to pay a monthly standby fee for the term of the Credit Agreement, which amounted to $ 4,000 in the year ending September 30, 2025 and $ 51,000 in the year ending September 30, 2024.

At September 30, 2025, accounts and other receivable included immaterial balance due from certain executive officers related to foreign exchange payroll adjustments recorded during fiscal 2025.

These amounts are being recovered through scheduled deductions and are expected to be settled by December 2025.

Other than these FX-related adjustments, the Company did not have any loans or other receivables outstanding from its directors or executive officers as of September 30, 2025.

EDESA BIOTECH, INC.

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

Subsequent events

On October 4, 2024, the Company entered into an At The Market Offering Agreement with H.C.

Wainwright & Co., LLC as a sales agent (HCW ATM) pursuant to which the Company may offer and sell, from time to time, common shares through an at-the-market equity offering program for up to $ 3.87 million in gross proceeds.

The Company has no obligation to sell any of the common shares and may at any time suspend sales or terminate the equity distribution agreement in accordance with its terms.

Subsequent to the year ended September 30, 2024, the Company sold a total of 220,269 common shares pursuant to the agreement for net proceeds of approximately $ 0.6 million after deducting sales commissions.

The Warrants expire five years from the issuance date.

As a result of the foregoing transactions and as of the date of this filing, the Company believes it has shareholders’ equity of at least $2.5 million and therefore satisfies the minimum Nasdaq listing requirement set forth in Nasdaq Listing Rule 5550(b)(1).

Subsequent to September 30, 2025, the Company sold a total of 1,177,568 common shares pursuant to the HCW ATM agreement with H.C.

Wainwright & Co., LLC for net proceeds of approximately $ 3.4 million, after deducting sales agent commissions.

In addition, subsequent to September 30, 2025, the Company granted an aggregate of 21,642 restricted share units under its equity incentive plan.

During the same period, 14,472 RSUs were settled in an equivalent number of common shares.

Subsequent to September 30, 2025, the Company entered into certain service agreements with third-party service providers related to its research and development activities.

Under the terms of these agreements, the Company may be required to make future payments of up to an aggregate of approximately $ 4.2 million, contingent upon the scope of services performed and terms of the underlying agreements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures