13D Filings
Edesa Biotech, Inc.
EDSA
Amendment
Ownership

9.99%

Total Shares

834,700

Issuer CIK

1540159

CUSIP

27966L306

Event Date

Feb 25, 2026

Accepted

Mar 2, 2026, 07:03 PM

Reporting Persons (9)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Velan Capital Investment Management LP
Investment Adviser
9.99%834,7000834,700
VENKATARAMAN BALAJI
Individual
9.99%834,7000834,700
Morgan Adam
Individual
9.99%834,7000834,700
Velan Capital Management LLC
Other
9.99%834,7000834,700
Velan Capital Holdings LLC
Other
9.80%819,0750819,075
Velan Capital Master Fund LP
Partnership
6.80%569,0750569,075
Velan Capital Opportunity Fund II LLC
Other
3.00%250,0000250,000
Velan Horizon GP LLC
Other
0.20%15,625015,625
Velan Horizon Fund LP
Partnership
0.20%15,625015,625
Disclosure Items (5)

Security Title

Common Shares, without par value

Issuer Name

Edesa Biotech, Inc.

Issuer Address

100 SPY COURT, MARKHAM, A6, L3R 5H6

Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by Velan Master, Velan Horizon and Velan Opportunity II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). Pursuant to the Purchase Agreement (as defined in the initial Schedule 13D), Velan Master purchased 421,875 Shares and 366 Preferred Shares (as defined in the initial Schedule 13D) for $4,470,000. The aggregate purchase price of the 140,000 Shares Velan Master purchased in the open market is approximately $238,294, excluding brokerage commissions. Pursuant to the Purchase Agreement, Velan Horizon purchased 15,625 Shares and 7 Preferred Shares for $100,000. Pursuant to the Purchase Agreement, Velan Opportunity II purchased 250,000 Shares and 195 Preferred Shares for $2,430,000.

Percentage of Class

Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 8,348,161 Shares outstanding as of February 12, 2026, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on February 13, 2026, plus the Shares underlying the Preferred Shares that may be converted by the Reporting Persons, as applicable and subject to the Ownership Limitation (as defined in the initial Schedule 13D). As of the date hereof, Velan Master directly beneficially owns 569,075 Shares (including 7,200 Shares underlying certain Preferred Shares), constituting approximately 6.8% of the Shares outstanding. As of the date hereof, Velan Horizon directly beneficially owns 15,625 Shares, constituting approximately 0.2% of the Shares outstanding. Velan Horizon GP, as the general partner of Velan Horizon, may be deemed to beneficially own the 15,625 Shares beneficially owned by Velan Horizon, constituting approximately 0.2% of the Shares outstanding. As of the date hereof, Velan Opportunity II directly beneficially owns 250,000 Shares, constituting approximately 3.0% of the Shares outstanding. Velan GP, as the general partner of Velan Master and managing member of Velan Opportunity II, may be deemed to beneficially own the 819,075 Shares beneficially owned in the aggregate by Velan Master and Velan Opportunity II, constituting approximately 9.8% of the Shares outstanding. Velan Capital, as the investment manager of each of Velan Master, Velan Horizon and Velan Opportunity II, may be deemed to beneficially own the 834,700 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II, constituting approximately 9.99% of the Shares outstanding. Velan IM GP, as the general partner of Velan Capital, may be deemed to beneficially own the 834,700 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II, constituting approximately 9.99% of the Shares outstanding. Mr. Venkataraman, as a Managing Member of each of Velan Horizon GP, Velan GP and Velan IM GP, may be deemed to beneficially own the 834,700 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II, constituting approximately 9.99% of the Shares outstanding. Mr. 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 834,700 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Velan Opportunity II, constituting approximately 9.99% of the Shares outstanding. If the Preferred Shares were not subject to the Ownership Limitation, the Reporting Persons would collectively beneficially own an aggregate of 3,785,833 Shares (including 2,958,333 Shares underlying the Preferred Shares), constituting approximately 33.5% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Transactions

Item 5(c) is amended and restated to read as follows: The transactions in securities of the Issuer by the Reporting Persons during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.

Item 6 is hereby amended to add the following: The Warrants (as defined and described in the initial Schedule 13D) expired worthless pursuant to their terms on December 23, 2025.

Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities.

Edesa Biotech, Inc. — Schedule 13D | 13D Filings