|
CUSIP No.
27966L108
|
|
Page 2
of 18
Pages
|
|
|
|
1
|
NAME OF
REPORTING PERSON
Lumira Capital II, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Ontario,
Canada
|
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,704,344
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,704,344
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,704,344
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.7%
(1)
|
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
PN
|
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
|
CUSIP No.
27966L108
|
|
Page 3
of 18
Pages
|
|
|
|
1
|
NAME OF
REPORTING PERSON
Lumira Capital II (International), L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Ontario,
Canada
|
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
157,599
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
157,599
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,599
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.1%
(1)
|
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
PN
|
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
|
CUSIP No.
27966L108
|
|
Page 4
of 18
Pages
|
|
|
|
1
|
NAME OF
REPORTING PERSON
Lumira Capital GP, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Ontario,
Canada
|
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,861,943
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,861,943
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,943
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.8%
(1)
|
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
PN
|
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
|
CUSIP No.
27966L108
|
|
Page 5
of 18
Pages
|
|
|
|
1
|
NAME OF
REPORTING PERSON
Lumira GP Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canada
|
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,861,943
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,861,943
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,943
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.8%
(1)
|
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
CO
|
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
|
CUSIP No.
27966L108
|
|
Page 6
of 18
Pages
|
|
|
|
1
|
NAME OF
REPORTING PERSON
Lumira GP Holdings Co.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Nova
Scotia, Canada
|
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,861,943
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,861,943
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,943
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.8%
(1)
|
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
CO
|
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
|
CUSIP No.
27966L108
|
|
Page 7
of 18
Pages
|
|
|
|
1
|
NAME OF
REPORTING PERSON
Lumira Capital Investment Management Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canada
|
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,861,943
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,861,943
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,943
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.8%
(1)
|
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
CO
|
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
|
CUSIP No.
27966L108
|
|
Page 8
of 18
Pages
|
|
|
|
1
|
NAME OF
REPORTING PERSON
Peter van der Velden
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canadian
|
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,861,943
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,861,943
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,943
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.8%
(1)
|
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
(1)
Based on a total of 7,504,468 shares of the Company’s common
stock outstanding as of August 14, 2019.
|
CUSIP No.
27966L108
|
|
Page 9
of 18
Pages
|
|
|
|
1
|
NAME OF
REPORTING PERSON
Benjamin Rovinski
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canadian
|
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,861,943
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,861,943
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,943
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.8%
(1)
|
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
|
CUSIP No.
27966L108
|
|
Page 10
of 18
Pages
|
|
|
|
1
|
NAME OF
REPORTING PERSON
Daniel Hetu
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canadian
|
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,861,943
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,861,943
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,943
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.8%
(1)
|
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
|
CUSIP No.
27966L108
|
|
Page 11
of 18
Pages
|
|
|
|
1
|
NAME OF
REPORTING PERSON
Gerald Brunk
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
|
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,861,943
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,861,943
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,943
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.8%
(1)
|
|
14
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
|
CUSIP No.
27966L108
|
|
|
Page 12
of 18 Pages
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON
Vasco Larcina
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)(a)
☐
(b)
☐
|
|
3
|
|
SEC USE
ONLY
|
|
4
|
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
5
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED ☐
PURSUANT TO ITEMS
2(d) or 2(e)
|
|
6
|
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canadian
|
|
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON
WITH
|
7
|
|
SOLE
VOTING POWER
0
|
|
8
|
|
SHARED
VOTING POWER
1,861,943
|
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE POWER
1,861,943
|
|
11
|
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,943
|
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐CERTAIN SHARES (see
Instructions)
|
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.8%
(1)
|
|
14
|
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
(1)
Based on a total of
7,504,468 shares of the Company’s common stock outstanding as
of August 14, 2019.
This
Amendment No. 1 (“Amendment No. 1”) amends
and supplements the statement on Schedule 13D jointly filed by
(i) Lumira Capital
II, L.P., formed in Ontario, Canada (ii) Lumira Capital II
(International), L.P., formed in Ontario, Canada , (iii) Lumira
Capital GP, L.P., formed in Ontario, Canada, (iv) Lumira GP Inc.,
formed in Canada, (v) Lumira GP Holdings Co., formed in Nova
Scotia, Canada (vi) Lumira Capital Investment Management Inc.,
formed in Ontario, Canada, (vii) Peter van der Velden, an
individual and a Canadian citizen, (viii) Benjamin Rovinski, an
individual and a Canadian citizen, (ix) Daniel Hetu, an individual
and a Canadian citizen, (x) Gerald Brunk, an individual and a
United States citizen and (xi) Vasco Larcina, an individual and a
Canadian citizen
(collectively, the “Reporting
Persons”)
on June 17, 2019 (as so amended and
supplemented, the “Schedule 13D”), with respect to the
common shares, no par value per share (the “Common
Shares”) of Edesa Biotech, Inc., a British Columbia
corporation,
formerly known as
“Stellar Biotechnologies, Inc.”
(the
“Company” or the “Issuer”). Except as
expressly amended by this Amendment No. 1, the Schedule 13D
remains in full force and effect.
The
purpose of this Amendment No. 1 is to report an increase in
the Reporting Persons’ beneficial ownership of Common Shares
as a result of the issuance of Common Shares on July 26, 2019
pursuant to the post-closing adjustment contemplated by that
certain Share Exchange Agreement, dated as of March 7, 2019, by and
among the Company, Edesa Biotech Inc. (“Edesa”) and the
shareholders of Edesa (the “Exchange Agreement”), as
described in this Amendment No. 1.
Item 1. Security and Issuer.
This
Schedule 13D relates to the Common Shares of the Company, which has
its principal executive offices at 100 Spy Court, Markham, Ontario,
Canada L3R 5H6.
Item 2. Identity and Background.
This Schedule 13D is
filed by the Reporting Persons. Lumira Capital GP, L.P., the
general partners of which are Lumira GP Inc. and Lumira GP Holdings
Co., is the general partner of Lumira Capital II, L.P. and Lumira
Capital II (International), L.P., and each of Lumira Capital II,
L.P. and Lumira Capital II (International), L.P. is managed by
Lumira Capital Investment Management Inc. Each of
Mr. van der Velden, Mr.
Rovinski, Mr. Hetu, Mr. Brunk and Mr. Larcina are executive
officers of Lumira Capital Investment Management Inc. and Mr. van
der Velden, Mr. Rovinski, Mr. Hetu and Mr. Brunk are each directors
of Lumira Capital Investment Management Inc. The foregoing
individuals collectively make investment decisions with respect to
the securities held by each of
Lumira Capital II, L.P.
and Lumira Capital II (International), L.P.
The principal address of the Reporting
Persons is
141 Adelaide Street
West, Suite 770, Toronto, Canada M5H 3L5.
The
Reporting Persons are venture capital investors that provide
capital to early, clinical and revenue stage companies that are
both privately held and publicly traded in the biotechnology,
medical technologies, digital health and consumer healthcare
sectors.
During
the last five years, none of the Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as
a result of such proceeding, was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other
Consideration.
On June 7, 2019, the Company completed its business combination
with Edesa in accordance with the terms of the Exchange Agreement,
pursuant to which Lumira Capital II, L.P. received 1,611,338 common
shares and Lumira Capital II (International), L.P. received 148,999
common shares in exchange for all of its capital stock of
Edesa.
On July 26, 2019,
Lumira Capital II, L.P. received an additional 93,006 common shares
and Lumira Capital II (International), L.P. received an additional
8,600 common shares
pursuant to the post-closing adjustment
contemplated by the Exchange Agreement.
Item 4. Purpose of Transaction.
Reference is made
to the disclosure set forth under Item 3 of this Schedule 13D,
which disclosure is incorporated herein by reference.
The Reporting Persons intend to review their investment in the
Issuer on a continuing basis and, depending on various factors,
including, without limitation, the Issuer’s financial
position, the price of the Common Shares, conditions in the
securities markets and general economic and industry conditions,
the Reporting Persons may, in the future, take such actions with
respect to their shares of the Issuer’s capital stock as they
deem appropriate, including, without limitation: purchasing
additional Common Shares; selling Common Shares; taking any action
to change the composition of the Issuer’s board of directors;
taking any other action with respect to the Issuer or any of its
securities in any manner permitted by law or changing their
intention with respect to any and all matters referred to in
paragraphs (a) through (j) below in this
Item 4.
Except as otherwise described in this Schedule, none of the
Reporting Persons currently has any plans or proposals that relate
to or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of
securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors
or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other
material change in the Issuer’s business or corporate
structure; (g) any changes in the Issuer’s charter or
bylaws or other actions which may impede the acquisition of control
of the Issuer by any person; (h) causing a class of securities
of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association;
(i) causing a class of equity securities of the Issuer to
become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (j) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a)-(b)
Number of Common Shares beneficially owned:
|
|
|
|
|
Lumira Capital II, L.P.
|
|
1,704,344
shares
|
|
Lumira Capital II (International), L.P.
|
|
157,599 shares
|
|
Lumira Capital GP, L.P.
|
|
1,861,943
shares
|
|
Lumira GP Inc.
|
|
1,861,943
shares
|
|
Lumira GP Holdings Co.
|
|
1,861,943
shares
|
|
Lumira Capital Investment Management Inc.
|
|
1,861,943
shares
|
|
Peter van der Velden
|
|
1,861,943
shares
|
|
Benjamin Rovinski
|
|
1,861,943
shares
|
|
Daniel Hetu
|
|
1,861,943
shares
|
|
Gerald Brunk
|
|
1,861,943
shares
|
|
Vasco Larcina
|
|
1,861,943
shares
|
|
|
|
|
Percent of class:
|
|
|
|
|
Lumira Capital II, L.P.
|
|
22.7%
|
|
Lumira Capital II (International), L.P.
|
|
2.1%
|
|
Lumira Capital GP, L.P.
|
|
24.8%
|
|
Lumira GP Inc.
|
|
24.8%
|
|
Lumira GP Holdings Co.
|
|
24.8%
|
|
Lumira Capital Investment Management Inc.
|
|
24.8%
|
|
Peter van der Velden
|
|
24.8%
|
|
Benjamin Rovinski
|
|
24.8%
|
|
Daniel Hetu
|
|
24.8%
|
|
Gerald Brunk
|
|
24.8%
|
|
Vasco Larcina
|
|
24.8%
|
|
|
|
|
The percentage ownership was calculated based on
7,504,468
Common Shares outstanding as of
August 14, 2019
.
Number of shares as to which such person has:
(i)
Sole
power to vote or to direct the vote:
|
|
|
|
|
Lumira Capital II, L.P.
|
|
0
shares
|
|
Lumira Capital II (International), L.P.
|
|
0 shares
|
|
Lumira Capital GP, L.P.
|
|
0
shares
|
|
Lumira GP Inc.
|
|
0
shares
|
|
Lumira GP Holdings Co.
|
|
0
shares
|
|
Lumira Capital Investment Management Inc.
|
|
0
shares
|
|
Peter van der Velden
|
|
0
shares
|
|
Benjamin Rovinski
|
|
0
shares
|
|
Daniel Hetu
|
|
0
shares
|
|
Gerald Brunk
|
|
0
shares
|
|
Vasco Larcina
|
|
0
shares
|
|
|
|
|
(ii)
Shared
power to vote or to direct the vote:
|
|
|
|
|
Lumira Capital II, L.P.
|
|
1,704,344
shares
|
|
Lumira Capital II (International), L.P.
|
|
157,599 shares
|
|
Lumira Capital GP, L.P.
|
|
1,861,943
shares
|
|
Lumira GP Inc.
|
|
1,861,943
shares
|
|
Lumira GP Holdings Co.
|
|
1,861,943
shares
|
|
Lumira Capital Investment Management Inc.
|
|
1,861,943
shares
|
|
Peter van der Velden
|
|
1,861,943
shares
|
|
Benjamin Rovinski
|
|
1,861,943
shares
|
|
Daniel Hetu
|
|
1,861,943
shares
|
|
Gerald Brunk
|
|
1,861,943
shares
|
|
Vasco Larcina
|
|
1,861,943
shares
|
|
|
|
|
(iii)
Sole
power to dispose or to direct the disposition of:
|
|
|
|
|
Lumira Capital II, L.P.
|
|
0
shares
|
|
Lumira Capital II (International), L.P.
|
|
0 shares
|
|
Lumira Capital GP, L.P.
|
|
0
shares
|
|
Lumira GP Inc.
|
|
0
shares
|
|
Lumira GP Holdings Co.
|
|
0
shares
|
|
Lumira Capital Investment Management Inc.
|
|
0
shares
|
|
Peter van der Velden
|
|
0
shares
|
|
Benjamin Rovinski
|
|
0
shares
|
|
Daniel Hetu
|
|
0
shares
|
|
Gerald Brunk
|
|
0
shares
|
|
Vasco Larcina
|
|
0
shares
|
|
|
|
|
(iv)
Shared
power to dispose or to direct the disposition of:
|
|
|
|
|
Lumira Capital II, L.P.
|
|
1,704,344
shares
|
|
Lumira Capital II (International), L.P.
|
|
157,599 shares
|
|
Lumira Capital GP, L.P.
|
|
1,861,943
shares
|
|
Lumira GP Inc.
|
|
1,861,943
shares
|
|
Lumira GP Holdings Co.
|
|
1,861,943
shares
|
|
Lumira Capital Investment Management Inc.
|
|
1,861,943
shares
|
|
Peter van der Velden
|
|
1,861,943
shares
|
|
Benjamin Rovinski
|
|
1,861,943
shares
|
|
Daniel Hetu
|
|
1,861,943
shares
|
|
Gerald Brunk
|
|
1,861,943
shares
|
|
Vasco Larcina
|
|
1,861,943
shares
|
|
|
|
|
(c)
Except as set forth in this Schedule 13D, the Reporting Persons
have not effected any transactions with respect to the Common
Shares of the Issuer during the past 60 days.
(d)-(e)
Not applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Reference is made
to the disclosure set forth under Items 3 of this Schedule 13D,
which disclosure is incorporated herein by reference.
Designation of Directors
At the closing of the
transactions contemplated by the Exchange Agreement, in accordance
with the Exchange Agreement, the size of the Issuer’s board
of directors was fixed at seven members and the board of directors
was reconstituted to consist of four members designated by Edesa,
Dr. Pardeep Nijhawan, Sean MacDonald, Paul William Pay and Peter
van der Velden, one designated by Stellar, Frank R. Oakes, and two
“independent” directors, Lorin Johnson and Carlo
Sistilli. The directors shall serve until their respective
successors are duly elected or appointed and qualified or their
earlier death, resignation or removal.
I
n addition, upon the
completion of the Exchange, Sean McDonald, Paul William Pay and
Carlo Sistilli were appointed to the Company’s Audit
Committee (with Mr. Sistilli appointed to serve as chair of
the committee); Sean McDonald, Peter van der Velden and Carlo
Sistilli were appointed to the Company’s Nominating and
Corporate Governance Committee; and Sean McDonald, Paul William Pay
and Lorin K. Johnson were appointed to the Compensation
Committee.
The
foregoing descriptions of the Exchange Agreement do not purport to
be complete and are qualified in their entirety by reference to
such agreement, which is attached hereto as Exhibit 2 and
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit No.
Description
J
oint Filing Agreement,
dated as of August 19, 2019 by and among (i) Lumira Capital
II, L.P., (ii) Lumira Capital II (International), L.P., (iii)
Lumira Capital GP, L.P., (iv) Lumira GP Inc., (v) Lumira GP
Holdings Co., (vi) Lumira Capital Investment Management Inc.,
and (vii) Peter van der Velden, (viii) Benjamin Rovinski, (ix)
Daniel Hetu, (x) Gerald Brunk, and (xi) Vasco
Larcina.
Share Exchange
Agreement, dated as of March 7, 2019, by and between Stellar
Biotechnologies, Inc., Edesa Biotech Inc. and the Edesa
Shareholders (incorporated by reference to Exhibit 2.1 of the
Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 8, 2019).
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
LUMIRA CAPITAL II, L.P.
BY: LUMIRA CAPITAL GP, L.P.,
|
|
|
|
|
|
ITS GENERAL PARTNER
|
|
|
|
|
|
BY: LUMIRA GP INC.
|
|
|
|
|
|
ITS GENERAL PARTNER
|
|
|
|
|
|
|
Date:
August 19, 2019
|
|
By:
|
|
/s/
Vasco Larcina
|
|
|
|
|
|
Name:
|
|
Vasco
Larcina
|
|
|
|
|
|
Title:
|
|
VP
Finance
|
|
|
|
|
|
|
|
|
|
LUMIRA CAPITAL II (INTERNATIONAL), L.P.
|
|
|
|
|
|
BY: LUMIRA CAPITAL GP, L.P.,
|
|
|
|
|
|
ITS GENERAL PARTNER
|
|
|
|
|
|
BY: LUMIRA GP INC.
|
|
|
|
|
|
ITS GENERAL PARTNER
|
|
|
|
|
|
|
Date:
August 19, 2019
|
|
By:
|
|
/s/
Vasco Larcina
|
|
|
|
|
|
Name:
|
|
Vasco
Larcina
|
|
|
|
|
|
Title:
|
|
VP
Finance
|
|
|
|
|
|
|
|
|
|
LUMIRA CAPITAL GP, L.P.
|
|
|
|
|
|
BY: LUMIRA GP INC.,
|
|
|
|
|
|
ITS GENERAL PARTNER
|
|
|
|
|
|
|
Date:
August 19, 2019
|
|
By:
|
|
/s/
Vasco Larcina
|
|
|
|
|
|
Name:
|
|
Vasco
Larcina
|
|
|
|
|
|
Title:
|
|
VP
Finance
|
|
|
|
|
|
|
|
|
|
LUMIRA GP INC.
|
|
|
|
|
|
|
Date:
August 19, 2019
|
|
By:
|
|
/s/
Vasco Larcina
|
|
|
|
|
|
Name:
|
|
Vasco
Larcina
|
|
|
|
|
|
Title:
|
|
VP
Finance
|
|
|
|
|
|
LUMIRA GP HOLDINGS CO.
|
|
|
|
|
|
Date:
August 19, 2019
|
By:
|
/s/ Vasco Larcina
|
|
|
|
|
|
Name:
|
Vasco Larcina
|
|
|
|
|
|
Title:
|
VP Finance
|
|
|
|
|
|
|
|
|
|
LUMIRA CAPITAL INVESTMENT MANAGEMENT INC.
|
|
|
|
|
|
Date:
August 19, 2019
|
By:
|
/s/ Vasco Larcina
|
|
|
|
|
|
Name:
|
Vasco Larcina
|
|
|
|
|
|
Title:
|
VP Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
August 19, 2019
|
By:
|
/s/ Peter van der Velden
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
August 19, 2019
|
By:
|
/s/ Benjamin Rovinski
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
August 19, 2019
|
By:
|
/s/ Daniel Hetu
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
August 19, 2019
|
By:
|
/s/ Gerald Brunk
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
August 19, 2019
|
By:
|
/s/ Vasco Larcina
|
