edsa20250630

edsa20250630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-37619

EDESA BIOTECH, INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

100 Spy Court, Markham, ON, Canada L3R 5H6	(289) 800-9600
(Address of principal executive offices and zip code)	(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Shares, without par value		EDSA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 8, 2025, the registrant had 7,037,648 common shares issued and outstanding.

EDESA BIOTECH, INC.

QUARTERLY REPORT ON FORM 10-Q

Quarter Ended June 30, 2025

Table of Contents

		Page
PART I	FINANCIAL STATEMENTS

Item 1.	Financial Statements (Unaudited)	3
	Condensed Interim Consolidated Balance Sheets – June 30 2025 and September 30, 2024	3
	Condensed Interim Consolidated Statements of Operations – Three and Nine Months Ended June 30, 2025 and 2024	4
	Condensed Interim Consolidated Statements of Cash Flows – Nine Months Ended June 30, 2025 and 2024	5
	Condensed Interim Consolidated Statements of Changes in Shareholders' Equity – Three and Nine Months Ended June 30, 2025 and 2024	6
	Notes to Condensed Interim Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

Edesa Biotech, Inc.

Condensed Interim Consolidated Balance Sheets

	June 30, 2025			September 30, 2024

Assets:

Current assets:
Cash and cash equivalents	$	12,361,690		$	1,037,320
Accounts and other receivable		286,743			270,908
Prepaid expenses and other current assets		112,659			367,394

Total current assets		12,761,092			1,675,622

Non-current assets:
Long-term deposits		40,739			41,151
Intangible asset, net		2,002,969			2,078,848
Right-of-use assets		-			18,361

Total assets	$	14,804,800		$	3,813,982


Liabilities and shareholders' equity:

Current liabilities:
Accounts payable and accrued liabilities	$	672,674		$	1,812,960
Short-term right-of-use lease liabilities		-			19,867

Total current liabilities		672,674			1,832,827


Shareholders' equity:
Capital shares
Authorized unlimited common shares without par value
Issued and outstanding:
7,022,678 common shares (September 30, 2024 - 3,247,389)		54,271,112			47,236,024
Authorized preferred shares issued and outstanding
150 Series A-1 preferred shares (September 30, 2024 - 0)		1,054,735			-
834 Series B-1 preferred shares (September 30, 2024 - 0)		8,168,063			-
Additional paid-in capital		14,406,511			13,576,757
Accumulated other comprehensive loss		(123,077	)		(242,613	)
Accumulated deficit		(63,645,218	)		(58,589,013	)

Total shareholders' equity		14,132,126			1,981,155

Total liabilities and shareholders' equity	$	14,804,800		$	3,813,982

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Edesa Biotech, Inc.

Condensed Interim Consolidated Statements of Operations

	Three Months Ended						Nine Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024

Expenses:
Research and development	$	939,067		$	897,305		$	2,443,191		$	2,778,100
General and administrative		964,676			1,035,140			2,998,127			3,232,248

Loss from operations		(1,903,743	)		(1,932,445	)		(5,441,318	)		(6,010,348	)

Other income :
Reimbursement grant income		183,281			236,226			536,744			661,062
Interest income		572			32,848			2,503			137,007
Misc other income		-			-			-			14,766
Foreign exchange loss		(29,574	)		(4,841	)		(54,294	)		(9,681	)

		154,279			264,233			484,953			803,154

Loss before income taxes		(1,749,464	)		(1,668,212	)		(4,956,365	)		(5,207,194	)

Income tax expense		-			-			800			800

Net loss		(1,749,464	)		(1,668,212	)		(4,957,165	)		(5,207,994	)

Exchange differences on translation		164,611			1,612			119,536			(10,143	)

Net comprehensive loss	$	(1,584,853	)	$	(1,666,600	)	$	(4,837,629	)	$	(5,218,137	)

Weighted average number of common shares		7,022,678			3,221,806			5,217,343			3,180,647

Loss per common share - basic and diluted	$	(0.25	)	$	(0.52	)	$	(0.95	)	$	(1.64	)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Edesa Biotech, Inc.

Condensed Interim Consolidated Statements of Cash Flows

	Nine Months Ended
	June 30, 2025			June 30, 2024

Cash flows from operating activities:
Net loss	$	(4,957,165	)	$	(5,207,994	)
Adjustments for:
Depreciation and amortization		93,405			141,843
Share-based compensation		325,217			443,559
Gain on loan forgiveness		-			(14,766	)
Changes in working capital items:
Accounts and other receivable		(18,159	)		71,501
Prepaid expenses and other current assets		73,355			109,647
Accounts payable and accrued liabilities		(1,117,921	)		533,044

Net cash used in operating activities		(5,601,268	)		(3,923,166	)

Cash flows from financing activities:
Proceeds from issuance of common shares and warrants		7,497,133			729,387
Proceeds from issuance of Series A-1 preferred shares and warrants		1,540,820			-
Proceeds from issuance of Series B-1 preferred shares		8,340,000			-
Payments for issuance costs of common shares and warrants		(294,935	)		(76,389	)
Payment for issuance costs of preferred shares		(215,157	)		-
Payment for issuance costs of warrants		(23,446	)		-
Repayment of debt		-			(29,532	)

Net cash provided by financing activities		16,844,415			623,466

Effect of exchange rate changes on cash and cash equivalents		81,223			(20,813	)

Net change in cash and cash equivalents		11,324,370			(3,320,513	)
Cash and cash equivalents, beginning of period		1,037,320			5,361,397

Cash and cash equivalents, end of period	$	12,361,690		$	2,040,884

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Edesa Biotech, Inc.

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity

	Shares #		Common Shares			Series A-1 Preferred Shares			Series B-1 Preferred Shares			Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Shareholders' Equity
Three Months Ended June 30, 2025
Balance - March 31, 2025		7,022,678	$	54,271,112		$	1,017,750		$	8,168,063		$	14,229,130		$	(287,688	)	$	(61,858,769	)	$	15,539,598

Preferred return on Series A-1 preferred shares		-		-			36,985			-			-			-			(36,985	)		-
Share-based compensation		-		-			-			-			177,381			-			-			177,381
Net loss and comprehensive loss		-		-			-			-			-			164,611			(1,749,464	)		(1,584,853	)

Balance - June 30, 2025		7,022,678	$	54,271,112		$	1,054,735		$	8,168,063		$	14,406,511		$	(123,077	)	$	(63,645,218	)	$	14,132,126

Three Months Ended June 30, 2024
Balance - March 31, 2024		3,215,968	$	47,136,168		$	-		$	-		$	13,373,318		$	(226,403	)	$	(55,958,750	)	$	4,324,333

Issuance of common shares		31,421		138,421			-			-			-			-			-			138,421
Issuance costs		-		(38,565	)		-			-			-			-			-			(38,565	)
Share-based compensation		-		-			-			-			109,506			-			-			109,506
Net loss and comprehensive loss		-		-			-			-			-			1,612			(1,668,212	)		(1,666,600	)

Balance - June 30, 2024		3,247,389	$	47,236,024		$	-		$	-		$	13,482,824		$	(224,791	)	$	(57,626,962	)	$	2,867,095


Nine Months Ended June 30, 2025
Balance - September 30, 2024		3,247,389	$	47,236,024		$	-		$	-		$	13,576,757		$	(242,613	)	$	(58,589,013	)	$	1,981,155

Issuance of common shares		3,772,803		7,497,133			-			-			-			-			-			7,497,133
Issuance of Series A-1 preferred shares and warrants		-		-			998,915			-			541,905			-			-			1,540,820
Issuance of Series B-1 preferred shares		-		-			-			8,340,000			-			-			-			8,340,000
Issuance of common shares upon exercise of restricted share units		2,486		13,922			-			-			(13,922	)		-			-			-
Issuance costs		-		(475,967	)		(43,220	)		(171,937	)		(23,446	)		-			-			(714,570	)
Preferred return on Series A-1 preferred shares		-		-			99,040			-

SEC Form 10-Q filed by Edesa Biotech Inc.