Edesa Biotech Inc美股招股说明书(2026-07-13版)

729,241 Common Shares This prospectus relates to the resale from time to time, by the selling shareholders identified herein (the “Selling Shareholders”) ofup to 729,241 of our common shares, no par value (the “Shares”). We issued the Shares to the Selling Shareholders in a privateplacement (the “Private Placement”) pursuant to a Securities Purchase Agreement entered into on June 10, 2026. The Selling Shareholders may, from time to time, sell, transfer or otherwise dispose of any or all of their Shares on any stockexchange, market or trading facility on which the common shares are traded or in private transactions. These dispositions may be atfixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determinedat the time of sale, or at negotiated prices. See “Plan of Distribution” in this prospectus for more information. We will not receive anyproceeds from the resale or other disposition of the common shares by the Selling Shareholders. See “Use of Proceeds” beginning onpage 8 and “Plan of Distribution” beginning on page 11 of this prospectus for more information. We will not receive any proceeds from the sale or other disposition of our common shares by the Selling Shareholders. TheSelling Shareholders may sell or otherwise dispose of common shares offered by this prospectus from time to time through the meansdescribed in this prospectus under the caption “Plan of Distribution.” We have borne and will continue to bear the costs relating to theregistration of the Shares. Our common shares are listed on the Nasdaq Capital Market under the symbol “EDSA.” The last reported sale price for ourcommon shares on the Nasdaq Capital Market on July 10, 2026 was $7.01 per share. You should read this prospectus and any supplement, together with additional information described under the headings “WhereYou Can Find More Information” and “Incorporation of Certain Information by Reference” carefully before you invest. We are a “smaller reporting company” as defined under the federal securities laws and, as such, are eligible for reducedpublic company reporting requirements. See “Prospectus Summary - Implications of Being a Smaller Reporting Company.” Investing in our common shares involves a high degree of risk. Before making an investment decision, you should reviewthe information contained under the heading “Risk Factors” in our most recent Annual Report on Form 10-K as such riskfactors may be updated in our subsequent reports filed with the Securities and Exchange Commission, which are incorporatedby reference herein, and as may be amended, supplemented or superseded from time to time by other reports we file with theSecurities and Exchange Commission (the “SEC”). Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 13, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING4RISK FACTORS5DESCRIPTION OF THE TRANSACTION6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS7USE OF PROCEEDS8SELLING SHAREHOLDERS9PLAN OF DISTRIBUTION11DESCRIPTION OF SECURITIES13LEGAL MATTERS17EXPERTS17WHERE YOU CAN FIND MORE INFORMATION17INCORPORATION OF CERTAIN INFORMATION BY REFERENCE18 ABOUT THIS PROSPECTUS Neither we nor the Selling Shareholders have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectusesprepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Shareholders take responsibility for andcan provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the SellingShareholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. For investors outside the United States: neither we nor the Selling Shareholders have done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction outside the United States where action for that purpose isrequired. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observeany restrictions relating to, the offering of our securities covered hereby and the distribution of this prospectus outside the UnitedStates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but referenceis made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.Copies of some of the documents referred to herein have been filed or will be incorporated by reference as exhibits to the registrationstatement of