TORONTO, June 7, 2019 /PRNewswire/ -- Edesa Biotech,
Inc., a clinical-stage biopharmaceutical company, today reported
that the previously announced business combination with Stellar
Biotechnologies, Inc. (Nasdaq: SBOT) ("Stellar"), which was
completed pursuant to a share exchange agreement, has closed. The
combined company will focus on the development and advancement of
innovative treatments for dermatological and gastrointestinal
indications. The combined company will be called Edesa Biotech,
Inc. and will commence trading on the Nasdaq Capital Market on
June 10, 2019 under the symbol
"EDSA."
"With the transaction now completed, we are working diligently
to deliver on our mission to develop and commercialize innovative
drug products that address unmet medical needs for large,
underserved patient populations," said Dr. Par Nijhawan, Chief
Executive Officer of Edesa. "We have a number of upcoming clinical
milestones and look forward to completing the studies needed to
advance our lead asset and developing additional innovative
products"
Edesa's lead product candidate, EB01, is a non-steroidal,
anti-inflammatory treatment for chronic allergic contact
dermatitis. The topical therapy employs a novel mechanism of
action, and in two clinical studies has demonstrated statistically
significant improvement of multiple symptoms in contact
dermatitis patients. Edesa is in the early stages of conducting a
160-patient Phase 2B clinical study
evaluating EB01, and expects the first patient to be enrolled by
the third quarter of 2019. Edesa also intends to expand the utility
of its sPLA2 inhibitor technology, which forms the basis for
EB01, across multiple indications and seek additional novel
products or technologies.
After giving effect to the new Stellar shares issued in the
share exchange, the former shareholders and option holders of Edesa
own approximately 88% and the shareholders and option holders of
Stellar prior to the share exchange own approximately 12% of the
combined company on a fully-diluted basis, calculated in accordance
with the share exchange agreement.
In connection with the closing of the transaction, the combined
company plans to effect a one-for-six reverse share split at
4:00 p.m. Eastern Time on
June 7, 2019. At the effective time
of the reverse share split, every six shares of the combined
company's common shares will be consolidated into one common share.
No fractional shares will be issued in the reverse share split.
Pursuant to the laws of the province of British Columbia, each fractional share
resulting from the reverse share split that is less than ½ a share
will be cancelled and each fractional share that is at least ½ a
share will change to one whole share. This action is being taken to
meet the minimum bid price requirement of new listings on the
Nasdaq Capital Market. Following the closing of the exchange
transaction and after giving effect to the reverse share split, the
combined company expects to have approximately 7,138,233, shares
issued and outstanding.
The combined company will operate under the leadership of Dr.
Par Nijhawan, Edesa's Chief Executive Officer, Michael Brooks, Edesa's Vice President Corporate
Development and Strategy and Kathi
Niffenegger, Stellar's Chief Financial Officer.
The securities issued in the share exchange have not been
registered under the Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold in the United
States absent registration with the Securities and Exchange
Commission (SEC) or an applicable exemption from such registration
requirements.
Fasken Martineau DuMoulin LLP (Canada) and Stubbs Alderton & Markiles,
LLP (USA) acted as legal advisors
to Edesa in the transaction. H.C. Wainwright & Co. acted
as transaction advisor and Greenburg Traurig LLP (USA) and McMillan LLP (Canada) acted as legal advisors to
Stellar.
Information for Shareholders
Shareholders owning Edesa
(formerly Stellar) shares via a broker, bank or other nominee will
have their positions updated to reflect the reverse share split as
well as the change in company name and trading symbol, subject to
such broker's particular processes, and will not be required to
take any action in connection with the share split or business
combination. Similarly, registered shareholders holding shares
electronically in book-entry form do not need to take any action.
Edesa's transfer agent, Computershare Investor Services Inc., will
instruct any shareholders with paper certificates on the exchange
process. The new CUSIP number for the combined company's common
shares will be 27966L108.
About Edesa Biotech, Inc.
Edesa Biotech, Inc. (Nasdaq: EDSA) is a clinical-stage
biopharmaceutical company focused on efficiently developing
innovative treatments that address significant unmet medical needs.
Edesa's lead product candidate, EB01, is a novel non-steroidal
anti-inflammatory molecule (sPLA2 inhibitor) for the treatment
of chronic allergic contact dermatitis which has demonstrated
statistically significant improvements in multiple clinical
studies. Edesa also intends to expand the utility of its
sPLA2 inhibitor technology, which forms the basis for EB01,
across multiple indications. The company is based in Toronto, Canada, with U.S. offices in
Southern California.
Edesa Forward-Looking Statements
This press release
may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements may be identified by the use of words
such as "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "may," "will," "would," "could," "should," "might,"
"potential," or "continue" and variations or similar expressions,
including statements related to: the expectations related to the
reverse share split, the number of shares outstanding following the
exchange and reverse share split and strategic plans relating to
the combined company's business. Readers should not unduly rely on
these forward-looking statements, which are not a guarantee of
future performance. There can be no assurance that forward-looking
statements will prove to be accurate, as all such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause actual results or future events to differ
materially from the forward-looking statements. Such risks include:
the inability to successfully integrate the businesses or the risk
that such integration may be more difficult, time-consuming or
costly than expected, the risk that the expected benefits of the
proposed combination are not realized, the ability of Edesa to
obtain regulatory approval for or successfully commercialize any of
its product candidates, the risk that access to sufficient capital
to fund Edesa's operations may not be available or may be available
on terms that are not commercially favorable to Edesa, the risk
that Edesa's product candidates may not be effective against the
diseases tested in its clinical trials, the risk that Edesa fails
to comply with the terms of license agreements with third parties
and as a result loses the right to use key intellectual property in
its business, Edesa's ability to protect its intellectual property
and the timing and success of submission, acceptance and approval
of regulatory filings. Many of these factors that will determine
actual results are beyond the company's ability to control or
predict. For a discussion of further risks and uncertainties
related to Edesa's business, please refer to Edesa's public company
reports filed with the U.S. Securities and Exchange Commission and
the British Columbia Securities Commission. All forward-looking
statements are made as of the date hereof and are subject to
change. Except as required by law, Edesa assumes no obligation to
update such statements.
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SOURCE Edesa Biotech, Inc.