0001654954-19-009776.txt : 20190819 0001654954-19-009776.hdr.sgml : 20190819 20190819170551 ACCESSION NUMBER: 0001654954-19-009776 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190819 DATE AS OF CHANGE: 20190819 GROUP MEMBERS: BENJAMIN ROVINSKI GROUP MEMBERS: DANIEL HETU GROUP MEMBERS: GERALD BRUNK GROUP MEMBERS: LUMIRA CAPITAL GP, L.P. GROUP MEMBERS: LUMIRA CAPITAL II (INTERNATIONAL), L.P. GROUP MEMBERS: LUMIRA CAPITAL INVESTMENT MANAGEMENT INC. GROUP MEMBERS: LUMIRA GP HOLDINGS CO. GROUP MEMBERS: LUMIRA GP INC. GROUP MEMBERS: PETER VAN DER VELDEN GROUP MEMBERS: VASCO LARCINA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Edesa Biotech, Inc. CENTRAL INDEX KEY: 0001540159 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87615 FILM NUMBER: 191037130 BUSINESS ADDRESS: STREET 1: 100 SPY COURT CITY: MARKHAM STATE: A6 ZIP: L3R 5H6 BUSINESS PHONE: (905) 475-1234 MAIL ADDRESS: STREET 1: 100 SPY COURT CITY: MARKHAM STATE: A6 ZIP: L3R 5H6 FORMER COMPANY: FORMER CONFORMED NAME: Stellar Biotechnologies, Inc. DATE OF NAME CHANGE: 20120120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lumira Capital Investment Management Inc. CENTRAL INDEX KEY: 0001702636 IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 141 ADELAIDE STREET WEST STREET 2: SUITE 770 CITY: TORONTO STATE: A6 ZIP: M5H 3L5 BUSINESS PHONE: 416-213-4223 MAIL ADDRESS: STREET 1: 141 ADELAIDE STREET WEST STREET 2: SUITE 770 CITY: TORONTO STATE: A6 ZIP: M5H 3L5 SC 13D 1 edsa_sc13d.htm SC 13D Blueprint
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
____________________________
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
____________________________
 
EDESA BIOTECH, INC.
(Name of Issuer)
 
Common Shares, no par value per share
(Title of Class of Securities)
 
27966L108
(CUSIP Number)
 
Vasco Larcina
c/o Lumira Capital Investment Management
141 Adelaide Street West, Suite 770
Toronto, Ontario, M5H 3L5, Canada
(416) 213-4251
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
July 26, 2019
(Date of Event which Requires Filing of this Statement)
 
____________________________
 
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. ☐
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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 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.
 
 
 
SCHEDULE 13D
 
 
 
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.
 
 
 
SCHEDULE 13D
 
 
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.
 
 
 
SCHEDULE 13D
 
 
 
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.
 
 
 
SCHEDULE 13D
 
 
 
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.
 
 
 
SCHEDULE 13D 
 
 
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.
 
 
 
SCHEDULE 13D
 
 
 
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.
 
 
 
SCHEDULE 13D
 
 
 
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.
 
SCHEDULE 13D
 
 

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.
 
 
SCHEDULE 13D
 
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.
 
 
 
13
SCHEDULE 13D
 
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%
 
 
 
 
 
 
14
SCHEDULE 13D
 
 
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
 
 
 
 
 
15
SCHEDULE 13D
 
 
(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. In 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 
Joint 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.
 
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).
 
 
 
16
SCHEDULE 13D
 
 
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
 
 
 
 
 
 
17
SCHEDULE 13D
 
 
 
 
 
 
 
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
 
 
 
 
18
EX-1 2 edsa_ex1.htm JOINT FILING AGREEMENT Blueprint
 
Exhibit 1
 
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
 
Date: August 19, 2019
 
 
 
 
LUMIRA CAPITAL II, L.P.
 
BY: LUMIRA CAPITAL GP, L.P., ITS GENERAL PARTNER
 
BY: LUMIRA GP INC., ITS GENERAL PARTNER
 
 
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
 
 
By:
 
/s/ Vasco Larcina
Name:
 
Vasco Larcina
Title:
 
VP Finance
 
 
 
LUMIRA CAPITAL GP, L.P.
 
 
 
BY: LUMIRA GP INC., ITS GENERAL PARTNER
 
 
 
 
By:
 
/s/ Vasco Larcina
 
Name:
 
Vasco Larcina
 
Title:
 
VP Finance
 
 
 
LUMIRA GP INC.
 
 
 
 
By:
 
/s/ Vasco Larcina
 
Name:
 
Vasco Larcina
 
Title:
 
VP Finance
 
 
 
LUMIRA GP HOLDINGS CO.
 
 
 
 
By:
 
/s/ Vasco Larcina
 
Name:
 
Vasco Larcina
 
Title:
 
VP Finance
 
 
 
LUMIRA CAPITAL INVESTMENT MANAGEMENT INC.
 
 
 
 
By:
 
/s/ Vasco Larcina
 
Name:
 
Vasco Larcina
 
Title:
 
VP Finance
 
 
By: /s/ Peter van der Velden     
 
 
 
 
 
By: /s/ Benjamin Rovinski 
 
 
 
 
By: /s/ Daniel Hetu
 
 
 
 
 
 
 
 
By: /s/ Gerald Brunk
 
 
 
 
 
 
 
By: /s/ Vasco Larcina