If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of
§§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g)
, check
the following box.
¨
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
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 OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,611,338
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,611,338
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,611,338
|
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
22.6%
(1)
|
14
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
(1) Based on a total of
7,138,234 shares of the Company’s common stock outstanding as of June 11, 2019.
SCHEDULE
13D
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 OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
148,999
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
148,999
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,999
|
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
7,138,234 shares of the Company’s common stock outstanding as of June 11, 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 OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,760,337
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,760,337
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,337
|
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
24.7%
(1)
|
14
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
(1) Based on a total of
7,138,234 shares of the Company’s common stock outstanding as of June 11, 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 OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,760,337
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,760,337
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,337
|
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
24.7%
(1)
|
14
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
(1) Based on a total of
7,138,234 shares of the Company’s common stock outstanding as of June 11, 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 OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,760,337
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,760,337
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,337
|
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
24.7%
(1)
|
14
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
(1) Based on a total of
7,138,234 shares of the Company’s common stock outstanding as of June 11, 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 OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,760,337
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,760,337
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,337
|
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
24.7%
(1)
|
14
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
(1) Based on a total of
7,138,234 shares of the Company’s common stock outstanding as of June 11, 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 OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,760,337
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,760,337
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,337
|
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
24.7%
(1)
|
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
(1) Based
on a total of 7,138,234 shares of the Company’s common stock outstanding as of June 11, 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 OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,760,337
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,760,337
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,337
|
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
24.7%
(1)
|
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
(1) Based on a total of
7,138,234 shares of the Company’s common stock outstanding as of June 11, 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 OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,760,337
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,760,337
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,337
|
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
24.7%
(1)
|
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
(1) Based on a total of
7,138,234 shares of the Company’s common stock outstanding as of June 11, 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 OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,760,337
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,760,337
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,337
|
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
24.7%
(1)
|
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
(1) Based on a total of
7,138,234 shares of the Company’s common stock outstanding as of June 11, 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 OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,760,337
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,760,337
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,337
|
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
24.7%
(1)
|
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
(1) Based on a total of
7,138,234 shares of the Company’s common stock outstanding as of June 11, 2019.
Item 1. Security and Issuer.
This Schedule 13D relates
to the common shares, no par value per share (the “
Common Shares
”), of Edesa Biotech, Inc., a British
Columbia corporation (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 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”). 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 Issuer, formerly known as “Stellar Biotechnologies, Inc.,” completed its business combination with
Edesa Biotech Inc. (“Edesa”) in accordance with the terms of the Share Exchange Agreement, dated as of March 7, 2019
(the “Exchange Agreement”), by and among the Issuer, Edesa and the shareholders of Edesa (the “Exchange”),
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.
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.
|
|
1,611,338 shares
|
Lumira Capital II (International), L.P.
|
|
148,999 shares
|
Lumira Capital GP, L.P.
|
|
1,760,337 shares
|
Lumira GP Inc.
|
|
1,760,337 shares
|
Lumira GP Holdings Co.
|
|
1,760,337 shares
|
Lumira Capital Investment Management Inc.
|
|
1,760,337 shares
|
Peter van der Velden
|
|
1,760,337 shares
|
Benjamin Rovinski
|
|
1,760,337 shares
|
Daniel Hetu
|
|
1,760,337 shares
|
Gerald Brunk
|
|
1,760,337 shares
|
Vasco Larcina
|
|
1,760,337 shares
|
Percent of class:
Lumira Capital II, L.P.
|
|
22.6%
|
Lumira Capital II (International), L.P.
|
|
2.1%
|
Lumira Capital GP, L.P.
|
|
24.7%
|
Lumira GP Inc.
|
|
24.7%
|
Lumira GP Holdings Co.
|
|
24.7%
|
Lumira Capital Investment Management Inc.
|
|
24.7%
|
Peter van der Velden
|
|
24.7%
|
Benjamin Rovinski
|
|
24.7%
|
Daniel Hetu
|
|
24.7%
|
Gerald Brunk
|
|
24.7%
|
Vasco Larcina
|
|
24.7%
|
The percentage ownership was calculated based on 7,138,234 Common
Shares outstanding as of June 11, 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.
|
|
1,611,338 shares
|
Lumira Capital II (International), L.P.
|
|
148,999 shares
|
Lumira Capital GP, L.P.
|
|
1,760,337 shares
|
Lumira GP Inc.
|
|
1,760,337 shares
|
Lumira GP Holdings Co.
|
|
1,760,337 shares
|
Lumira Capital Investment Management Inc.
|
|
1,760,337 shares
|
Peter van der Velden
|
|
1,760,337 shares
|
Benjamin Rovinski
|
|
1,760,337 shares
|
Daniel Hetu
|
|
1,760,337 shares
|
Gerald Brunk
|
|
1,760,337 shares
|
Vasco Larcina
|
|
1,760,337 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.
|
|
1,611,338 shares
|
Lumira Capital II (International), L.P.
|
|
148,999 shares
|
Lumira Capital GP, L.P.
|
|
1,760,337 shares
|
Lumira GP Inc.
|
|
1,760,337 shares
|
Lumira GP Holdings Co.
|
|
1,760,337 shares
|
Lumira Capital Investment Management Inc.
|
|
1,760,337 shares
|
Peter van der Velden
|
|
1,760,337 shares
|
Benjamin Rovinski
|
|
1,760,337 shares
|
Daniel Hetu
|
|
1,760,337 shares
|
Gerald Brunk
|
|
1,760,337 shares
|
Vasco Larcina
|
|
1,760,337 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
|
1
|
J
oint Filing Agreement, dated as of June 17, 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.
|
|
2.
|
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: June 17, 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: June 17, 2019
|
|
By:
|
|
/s/ Vasco Larcina
|
|
|
Name:
|
|
Vasco Larcina
|
|
|
Title:
|
|
VP Finance
|
|
|
|
|
|
LUMIRA CAPITAL GP, L.P.
|
|
|
BY: LUMIRA GP INC.,
|
|
|
ITS GENERAL PARTNER
|
|
|
|
|
Date: June 17, 2019
|
|
By:
|
|
/s/ Vasco Larcina
|
|
|
Name:
|
|
Vasco Larcina
|
|
|
Title:
|
|
VP Finance
|
|
|
|
|
|
LUMIRA GP INC.
|
|
|
|
|
Date: June 17, 2019
|
|
By:
|
|
/s/ Vasco Larcina
|
|
|
Name:
|
|
Vasco Larcina
|
|
|
Title:
|
|
VP Finance
|
|
|
LUMIRA GP HOLDINGS CO.
|
|
|
|
Date: June 17, 2019
|
|
By:
|
|
/s/ Vasco Larcina
|
|
|
Name:
|
|
Vasco Larcina
|
|
|
Title:
|
|
VP Finance
|
|
|
|
|
|
LUMIRA CAPITAL INVESTMENT MANAGEMENT INC.
|
|
|
|
Date: June 17, 2019
|
|
By:
|
|
/s/ Vasco Larcina
|
|
|
Name:
|
|
Vasco Larcina
|
|
|
Title:
|
|
VP Finance
|
|
|
|
|
|
Date: June 17, 2019
|
|
By:
|
|
/s/ Peter van der Velden
|
|
|
|
|
|
Date: June 17, 2019
|
|
By:
|
|
/s/ Benjamin Rovinski
|
|
|
|
|
|
Date: June 17, 2019
|
|
By:
|
|
/s/ Daniel Hetu
|
|
|
|
|
|
Date: June 17, 2019
|
|
By:
|
|
/s/ Gerald Brunk
|
|
|
|
|
|
Date: June 17, 2019
|
|
By:
|
|
/s/ Vasco Larcina
|