Other Information.
−Removed: Amended and Restated Employment Agreement with Pardeep Nijhawan
−Removed: On August 4, 2023, the Company entered into an amended and restated employment agreement with Pardeep Nijhawan, the Company’s Chief Executive Officer (the “Nijhawan Employment Agreement”).
−Removed: Pursuant to the Nijhawan Employment Agreement, Dr.
−Removed: Nijhawan serves as the Company’s Chief Executive Officer as well as Chief Executive Officer of each of the Company’s subsidiaries, Edesa Biotech Research, Inc.
−Removed: and Edesa Biotech USA, Inc.
−Removed: and a director of Edesa Biotech Research, Inc.
−Removed: Nijhawan’s employment will continue for an indefinite term until terminated in accordance with the Nijhawan Employment Agreement.
−Removed: Pursuant to the Nijhawan Employment Agreement, Dr.
−Removed: Nijhawan is entitled to a base salary of $357,700 per year 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.
−Removed: Nijhawan’s base salary is subject to annual review by the Board of Directors.
−Removed: 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.
−Removed: 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.
−Removed: Nijhawan’s position and any business milestones that may be established by the Company.
−Removed: Nijhawan’s employment is terminated for “Cause” (as such term is defined in the Nijhawan Employment Agreement), subject to applicable law, Dr.
−Removed: Nijhawan is entitled to his base salary and vacation pay earned through the date of termination, and all of Dr.
−Removed: Nijhawan’s non-vested equity-based awards will be automatically extinguished.
−Removed: All vested equity-based awards shall be subject to the terms of the Company’s Equity Incentive Compensation Plan.
−Removed: Nijhawan is terminated without “Cause”, subject to Dr.
−Removed: Nijhawan signing a general release of claims, Dr.
−Removed: Nijhawan is entitled to:
−Removed: (i) a lump sum payment equal to Dr.
−Removed: Nijhawan’s then current base salary for 12 months plus one additional month for every completed year of service since August 1, 2017 (the “Nijhawan Severance Period”) which shall not exceed 24 months, inclusive of, and not in addition to, his notice and severance entitlements, if any, pursuant to applicable law, (ii) a lump sum payment of the annual bonus to which Dr.
−Removed: Nijhawan 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 Dr.
−Removed: Nijhawan’s annual bonus entitlement, prorated over Dr.
−Removed: Nijhawan’s length of service in the calendar year in which his employment is terminated, calculated in accordance with the terms of the Nijhawan Employment Agreement, (iv) payment of Dr.
−Removed: Nijhawan’s annual bonus entitlement during the full Nijhawan Severance Period, calculated in accordance with the terms of the Nijhawan Employment Agreement, (v) continuation of Dr.
−Removed: Nijhawan’s benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Nijhawan Employment Agreement, and (vi) subject to applicable law, all vested equity-based awards granted to Dr.
−Removed: Nijhawan shall be exercisable in accordance with the terms of the applicable Equity Incentive Compensation Plan.
−Removed: In the event that Dr.
−Removed: Nijhawan is terminated or constructively terminated, which includes a material change in Dr.
−Removed: Nijhawan’s title, responsibilities, authority or status or a material reduction of his compensation, without “Cause” upon or within a 12-month period following a “Change of Control” (as such term is defined in the Nijhawan Employment Agreement), Dr.
−Removed: Nijhawan is entitled to (i) a change of control payment equal to 24 months of the value of Dr.
−Removed: Nijhawan’s then current base salary as of the date of termination, (ii) a lump sum payment of the annual bonus to which Dr.
−Removed: Nijhawan 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 Dr.
−Removed: Nijhawan’s annual bonus entitlement, prorated over Dr.
−Removed: Nijhawan’s length of service in the calendar year in which his employment is terminated, calculated in accordance with the terms of the Nijhawan Employment Agreement, (iv) payment of Dr.
−Removed: Nijhawan’s annual bonus entitlement during the full Nijhawan Severance Period, calculated in accordance with the terms of the Nijhawan Employment Agreement, (v) continuation of Dr.
−Removed: Nijhawan’s benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Nijhawan Employment Agreement, and (vi) subject to applicable law, all vested equity-based awards granted to Dr.
−Removed: Nijhawan shall be exercisable in accordance with the terms of the applicable Equity Incentive Compensation Plan.
−Removed: Nijhawan may resign from his employment at any time by providing the Company with a minimum of 60 days advance notice, in writing.
−Removed: Nijhawan’s notice may be waived by the Company, subject only to providing Dr.
−Removed: Nijhawan with payment of his base salary and continuation of benefits until the end of the notice period.
−Removed: Nijhawan resigns from his employment, subject to applicable law, (i) all non-vested equity based awards held by Dr.
−Removed: Nijhawan shall be automatically extinguished and (ii) Dr.
−Removed: Nijhawan shall not be entitled to any bonus or pro rata bonus payment not already awarded on or before the date of termination.
−Removed: All vested equity-based awards shall be subject to the terms of the applicable Equity Incentive Compensation Plan.
−Removed: During the term of Dr.
−Removed: Nijhawan’s employment and for 12 months following the cessation of Dr.
−Removed: Nijhawan’s employment, Dr.
−Removed: Nijhawan is prohibited from competing with the business of the Company in North America.
−Removed: In addition, for 24 months following the cessation of Dr.
−Removed: Nijhawan’s employment, Dr.
−Removed: 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.
−Removed: Amended and Restated Employment Agreement with Michael Brooks
−Removed: On August 4, 2023, the Company entered into an amended and restated employment agreement with Michael Brooks, the Company’s President (the “Brooks Employment Agreement”).
−Removed: Pursuant to the Brooks Employment Agreement, Dr.
−Removed: Brooks serves as the Company’s President as well as President and a director of the Company’s subsidiary, Edesa Biotech Research, Inc.
−Removed: Brooks’ employment will continue for an indefinite term until terminated in accordance with the Brooks Employment Agreement.
−Removed: Pursuant to the Brooks Employment Agreement, Dr.
−Removed: Brooks is entitled to a base salary of $335,340 per year 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.
−Removed: Brooks’ base salary is subject to annual review by the Board of Directors.
−Removed: 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.
−Removed: 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.
−Removed: Brooks’ position and any business milestones that may be established by the Company.
−Removed: Brooks’ employment is terminated for “Cause” (as such term is defined in the Brooks Employment Agreement), subject to applicable law, Dr.
−Removed: Brooks is entitled to his base salary and vacation pay earned through the date of termination, and all of Dr.
−Removed: Brooks’ non-vested equity-based awards will be automatically extinguished.
−Removed: All vested equity-based awards shall be subject to the terms of the Company’s Equity Incentive Compensation Plan.
−Removed: Brooks is terminated without “Cause”, subject to Dr.
−Removed: Brooks signing a general release of claims, Dr.
−Removed: Brooks is entitled to:
−Removed: (i) a lump sum payment equal to Dr.
−Removed: Brooks’ then current base salary for 12 months plus one additional month for every completed year of service since September 1, 2015 (the “Brooks Severance Period”) which shall not exceed 24 months, inclusive of, and not in addition to, his notice and severance entitlements, if any, pursuant to applicable law, (ii) a lump sum payment of the annual bonus to which Dr.
−Removed: Brooks 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 Dr.
−Removed: Brooks’ annual bonus entitlement, prorated over Dr.
−Removed: Brooks’ length of service in the calendar year in which his employment is terminated, calculated in accordance with the terms of the Brooks Employment Agreement, (iv) payment of Dr.
−Removed: Brooks’ annual bonus entitlement during the full Brooks Severance Period, calculated in accordance with the terms of the Brooks Employment Agreement, (v) continuation of Dr.
−Removed: Brooks’ benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Brooks Employment Agreement, and (vi) subject to applicable law, all vested equity-based awards granted to Dr.
−Removed: Brooks shall be exercisable in accordance with the terms of the applicable Equity Incentive Compensation Plan.
−Removed: In the event that Dr.
−Removed: Brooks is terminated or constructively terminated, which includes a material change in Dr.
−Removed: Brooks’ title, responsibilities, authority or status or a material reduction of the Employee’s compensation, without cause upon or within a 12-month period following a “Change of Control” (as such term is defined in the Brooks Employment Agreement), Dr.
−Removed: Brooks is entitled to (i) a change of control payment equal to 24 months of the value of Dr.
−Removed: Brooks’ then current base salary as of the date of termination, (ii) a lump sum payment of the annual bonus to which Dr.
−Removed: Brooks 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 Dr.
−Removed: Brooks’ annual bonus entitlement, prorated over Dr.
−Removed: Brooks’ length of service in the calendar year in which his employment is terminated, calculated in accordance with the terms of the Brooks Employment Agreement, (iv) payment of Dr.
−Removed: Brooks’ annual bonus entitlement during the full Brooks Severance Period, calculated in accordance with the terms of the Brooks Employment Agreement, (v) continuation of Dr.
−Removed: Brooks’ benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Brooks Employment Agreement, and (vi) subject to applicable law, all vested equity-based awards granted to Dr.
−Removed: Brooks shall be exercisable in accordance with the terms of the applicable Equity Incentive Compensation Plan.
−Removed: Brooks may resign from his employment at any time by providing the Company with a minimum of 60 days advance notice, in writing.
−Removed: Brooks’ notice may be waived by the Company, subject only to providing Dr.
−Removed: Brooks with payment of his base salary and continuation of benefits until the end of the notice period.
−Removed: Brooks resigns from his employment, subject to applicable law, (i) all non-vested equity based awards held by Dr.
−Removed: Brooks shall be automatically extinguished and (ii) Dr.
−Removed: Brooks shall not be entitled to any bonus or pro rata bonus payment not already awarded on or before the date of termination.
−Removed: All vested equity-based awards shall be subject to the terms of the applicable Equity Incentive Compensation Plan.
−Removed: During the term of Dr.
−Removed: Brooks’ employment and for 12 months following the cessation of Dr.
−Removed: Brooks’ employment, Dr.
−Removed: Brooks is prohibited from competing with the business of the Company in North America.
−Removed: In addition, for 24 months following the cessation of Dr.
−Removed: Brooks’ employment, Dr.
−Removed: 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.
−Removed: The descriptions of the Nijhawan Employment Agreement and Brooks Employment Agreement do not purport to be complete and are qualified in their entireties by reference to the full texts of the Nijhawan Employment Agreement and Brooks Employment Agreement, which have been filed as Exhibits 10.3 and 10.4 to this Quarterly Report and are incorporated herein by reference.
EXHIBIT INDEX
−Removed: Amendment No.
−Removed: 2 to Edesa Biotech, Inc.
−Removed: 2019 Equity Incentive Compensation Plan (included as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 24, 2023, and incorporated herein by reference).
−Removed: Employment Agreement by and between the Company and Stephen Lemieux, dated June 26, 2023 (included as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 27, and incorporated herein by reference).
−Removed: Amended and Restated Employment Agreement, by and between the Company and Pardeep Nijhawan, dated August 4, 2023 (filed herewith).
−Removed: Amended and Restated Employment Agreement, by and between the Company and Michael Brooks, dated August 4, 2023 (filed herewith).
+Added: Strategic Innovation Fund Agreement, dated October 12, 2023, 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 (included as Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on December 15, 2023, and incorporated herein by reference).
+Added: Credit Agreement, effective as of October 20, 2023, by and between the Company and Pardeep Nijhawan Medicine Professional Corporation (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 23, 2023, and incorporated herein by reference).
+Added: First Amendment to Exclusive License Agreement, dated as of September 21, 2023, by and between Edesa Biotech Research, Inc.
+Added: Saul Yedgar (included as Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on December 15, 2023, and incorporated herein by reference).
+Added: First Amendment to Amended and Restated Employment Agreement, by and between the Company and Pardeep Nijhawan, dated December 7, 2023 (included as Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed on December 15, 2023, and incorporated herein by reference).
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
13 unchanged sentences
@ Management contract or compensatory plan or arrangement.
+Added: + Portions of this exhibit have been omitted pursuant to Rule 601(b)(10)(iv) of Regulation S-K.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EDESA BIOTECH, INC.
−Removed: August 9, 2023 By:
+Added: February 9, 2024
+Added: /s/ Pardeep Nijhawan
+Added: Pardeep Nijhawan, MD, Director, Chief Executive Officer and Corporate Secretary
+Added: (Principal Executive Officer )
+Added: February 9, 2024
/s/ Stephen Lemieux
Stephen Lemieux, Chief Financial Officer
−Removed: (Principal Financial Officer and Duly Authorized Officer)
+Added: (Principal Financial Officer)
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.