UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 28, 2025

100 Spy Court

Markham, Ontario, Canada L3R 5H6

(Address of Principal Executive Offices)

(289) 800-9600

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 28, 2025, Edesa Biotech, Inc. (the “Company”) held its 2025 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved an amendment to the Company’s 2019 Equity Incentive Compensation Plan (the “2019 Plan”) to (i) increase the number of shares available for issuance thereunder by 1,725,000 shares, (ii) remove the 2019 Plan’s “fungible share pool” provisions, and (iii) increase the number of shares issuable as incentive stock options from 171,429 to 300,000.

The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, 3,243,361 common shares, or approximately 46% of the outstanding common shares entitled to vote, were represented by proxy or in person. The matters voted on by shareholders at the Annual Meeting and the results of such voting are set forth below.

Proposal No. 1 - Election of the Company’s Directors

Based upon the following votes, the shareholders elected Joan Chypyha, David Liu, Sean MacDonald, Patrick Marshall, Pardeep Nijhawan, Charles Olson and Carlo Sistilli to serve as members of the Company’s board of directors until the annual meeting of shareholders to be held in 2026 or until their successors are duly elected and qualified. 

Proposal No. 2 - Advisory Vote on Executive Compensation

The shareholders approved, on an advisory basis, the executive compensation of the named executive officers as disclosed in the proxy statement for the Annual Meeting, by the following vote.

Proposal No. 3 - Approval of Amendment to the 2019 Equity Incentive Compensation Plan

The shareholders approved an amendment to the Company’s 2019 Plan to (i) increase the number of shares available for issuance thereunder plan by 1,725,000 shares, (ii) remove the 2019 Plan’s “fungible share pool” provisions, and (iii) increase the number of shares issuable as incentive stock options from 171,429 to 300,000.

Proposal No. 4 - Appointment of MNP LLP as the Company’s Auditors and Independent Registered Public Accounting Firm for the Ensuing Year

The shareholders approved the appointment of MNP LLP as the Company’s auditors and independent registered public accounting firm for the fiscal year ending September 30, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

* Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.