UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Edesa Biotech, Inc.EDESA BIOTECH, INC.

100 Spy Court,

Markham, ON Canada L3R 5H6 Canada

NOTICE OF 20222024 ANNUAL GENERAL AND

SPECIAL MEETING OF SHAREHOLDERS

To be held Wednesday,on May 18, 202230, 2024

To the Shareholders of Edesa Biotech, Inc.:

Notice is hereby given that the 20222024 Annual General and Special Meeting of Shareholders (the “Annual Meeting”) of Edesa Biotech, Inc. (the “Company” or “Edesa”) will be held at 10:30 a.m. (local time) on Wednesday,Thursday, May 18, 2022,30, 2024, at the Edesa Biotech Corporate Offices, located at 100 Spy Court, Markham, ON Canada L3R 5H6. If you wish to attend the Annual Meeting in person, you will need to RSVP at least 48 hours prior to the Annual Meeting (or by 10:30 a.m. EDTET on May 16, 2022)28, 2024) to investors@edesabiotech.com and please include your name in the subject line of the e-mail.* The following summarizes the matters to be considered and acted upon:

Only shareholders of record at the close of business on March 22, 2022,April 2, 2024, are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

Your vote is important. To assure your representation at the Annual Meeting, you are urged to sign, date and return the proxy as soon as possible, or follow the instructions contained in the Notice of Internet Availability of Proxy Materials to vote by telephone or on the Internet. You may vote in person at the Annual Meeting even if you have previously returned a proxy. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Annual Meeting.

April 5, 2024

Markham, ON, Canada

April 1, 2022

*Health and Safety Information: To ensure the health and safety of all attendees, Edesa reserves the right to take any additional cautionary measure deemed to be appropriate, necessary or advisable in relation to the Annual Meeting in response to further developments in the COVID-19 pandemic, including limiting the number of persons who may be allowed in a single room for the Annual Meeting to allow for required social distancing, or any other measures that may be recommended by public health authorities in connection with gatherings of persons.

TABLE OF CONTENTS

Edesa Biotech, Inc.EDESA BIOTECH, INC.

100 Spy Court,

Markham, ON Canada L3R 5H6 Canada

PROXY STATEMENT

General Information Concerning Voting and Solicitation

This proxy statement is being furnished to you in connection with the solicitation by the Board of Directors (the “Board”“Board”) of Edesa Biotech, Inc., a British Columbia corporation (“we”we”, “us”“us”, “Edesa”“Edesa”, or the “Company”“Company”), of proxies in the accompanying form to be used at the 20222024 Annual General and Special Meeting of Shareholdersof the Company to be held at the Edesa Biotech Corporate Offices, located at 100 Spy Court, Markham, ON Canada L3R 5H6 at 10:30 a.m. (local time) on Wednesday,Thursday, May 18, 2022,30, 2024, and at any adjournments or postponements thereof (the “Annual Meeting”“Annual Meeting”).

As a British Columbia corporation subject to the reporting requirements of the U.SU.S. Securities and Exchange Commission, our proxy disclosure has been prepared to comply with U.S. proxy disclosure requirements as allowed under National Instrument 51-102F6.

Our Board of Directors has fixed March 22, 2022April 2, 2024 as the record date for determining those shareholders entitled to receive notice of, and to vote at, the Annual Meeting. Only shareholders of record at the close of business on March 22, 2022April 2, 2024 will be entitled to vote at the Annual Meeting. These materials are first being sent or given to the shareholders on or about April 8, 2022.16, 2024. This proxy statement gives you information on the proposals to be presented at the Annual Meeting so that you can make an informed decision.

Questions and Answers aboutImportant Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 30, 2024.

Our proxy materials including the Proxy Materials andStatement for the Annual Meeting, our annual report for the fiscal year ended September 30, 2023 and proxy card are available on the Internet at www.proxyvote.com. Under Securities and Exchange Commission (the “SEC”) rules, we are providing access to our proxy materials by notifying you of the availability of our proxy materials on the Internet.

ABOUT THE MEETING

What is included in these materials?

These materials include:

If you requested printed versions of these proxy materials by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, the Company haswe have elected to provide access to itsour proxy materials via the Internet instead of mailing printed copies. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Internet“Internet Availability Notice”Notice”) to the Company’sour shareholders. Canadian shareholders will receive printed copies of the proxy materials unless they elected to receive proxy materials by email. Most other shareholders will not receive printed copies of the proxy materials unless they request them. Instead, instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Internet Availability Notice. All shareholders will have the ability to access the proxy materials on the Website referred to in the Internet Availability Notice or request to receive a printed or electronic set of the proxy materials. Shareholders may request to receive proxy materials in printed form or electronically by email, by telephone, mail or by logging on to http://www.proxyvote.com/. The Company encouragesWe encourage shareholders to take advantage of the availability of proxy materials on the Internet to help reduce the environmental impact of our annual meetings.

How can I get electronic access to the proxy materials?

The Internet Availability Notice will provide you with instructions regarding how to:

Choosing to receive future proxy materials by email will reduce the Company’sour costs of printing and mailing documents to you, which will favorably impact the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials. Your election to receive proxy materials by email will remain in effect until you terminate it.

What proposals will be voted on at theWhy are we calling this Annual Meeting?

The following four proposals will be voted on atWe are calling the Annual Meeting:Meeting to seek the approval of our shareholders:

What are the Board’s recommendations?

Our Board recommends that you vote:

How does the Board recommend that I vote on the proposals?

Our Board of Directors unanimously recommends that the shareholders vote “FOR” each of the nominees for Director, “FOR” endorsement of the compensation of our executive officers, for a “say on pay” frequency of “Every Year” and “FOR” the appointment of MNP LLP as our auditors and independent registered public accounting firm for the ensuing year.

Will there beWith respect to any other items of business on the agenda?

At present, management knows of no additional business to be presented at thematter that properly comes before our Annual Meeting, but if other business is presented, the persons named in the proxy card and acting under the proxy card as proxy holders will vote or refrain from voting in accordance with their best judgment pursuant to the discretionary authority conferredas recommended by the proxy.Board or, if no recommendation is given, at their own discretion.

Who is entitled to vote at the Annual Meeting?meeting?

Only shareholders of record at the close of business on March 22, 2022 maythe record date, April 2, 2024 (the “Record Date”), are entitled to receive notice of the Annual Meeting and to vote the shares of that they held on that date at the Annual Meeting. AsMeeting, or any postponement or adjournment of the closeAnnual Meeting. Holders of business on March 22, 2022, there were 13,922,287record of common shares outstanding, all of which are entitledhave the right to vote at the Annual Meeting.

How many votes am I entitled to per share?

Each shareholder is entitled to one (1) vote for each common share held as of the record date on all matters properly brought before the Annual Meeting.

Holders of our common shares are entitled to one vote per share on each matter to be voted upon. As of the Record Date, we had 3,215,968 common shares outstanding.

Who can attend the meeting?

Only shareholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. Please note that if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of your proxy card delivered to you by your broker or a legal proxy given to you by your broker and check in at the registration desk at the meeting.

What constitutes a quorum?

Our Amended and Restated Articles (the “Articles”) require the representation of at least one person who is, or who represents by proxy, one or more shareholders who, in the difference between holdingaggregate, hold at least thirty-three and one-third percent (33-1/3%) of the issued shares entitled to be voted at the meeting, in order to establish a quorum for the transaction of business. Abstentions and “broker non-votes” will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting. If brokers have, and exercise, discretionary authority on at least one item on the agenda for the Annual Meeting, uninstructed shares for which broker non-votes occur will constitute voting power present for the discretionary matter and will therefore count towards the quorum.

How do I vote or submit a proxy to vote?

You may submit your proxy to vote on the Internet, by telephone, by mail or may vote by attending the Annual Meeting, all as described below. The Internet and telephone proxy submission procedures are designed to authenticate shareholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your proxy card or voting instruction card.

Submit a Proxy to Vote on the Internet

If you are a shareholder of record, you may submit your proxy by going to www.proxyvote.com, and as a beneficial owner?

Shareholder of Record. If your shares are registered directlyfollowing the instructions provided in your name with our transfer agent, Computershare Investor Services, Inc., you are considered, with respect to those shares, the shareholder of record. As a shareholder of record, the Internet Availability Notice was sent directly to you by the Company. If you request printed copies of the proxy materials by mail, you will receive acard that accompanied the proxy card.

Beneficial Owner.materials. If your shares are held with a broker, you will need to go to the website provided on your proxy card. Have your proxy card in hand when you access the voting website. On the Internet voting site, you can confirm that your instructions have been properly recorded. If you submit a brokerage account orproxy to vote on the Internet, you can also request electronic delivery of future proxy materials. Internet voting facilities are available 24 hours a day until 11:59 p.m., Eastern Time, on May 29, 2024.

Submit a Proxy to Vote by a bank or other nominee,Telephone

If you are considered the beneficial owner of shares held in street name, and the Internet Availability Notice was forwarded to you by that organization. The organization holding your account is considered thea shareholder of record, for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that organization on howcan also submit a proxy to vote by telephone by dialing 1-800-690-6903. If your shares are held with a broker, you can submit a proxy to vote by telephone by dialing the shares held innumber specified on your account. Those instructions are contained in a “voting instruction form”. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form. card. Have your proxy card or voting instruction card in hand when you call. Telephone voting facilities will be available 24 hours a day until 11:59 p.m., Eastern Time, on May 29, 2024.

Submit a Proxy to Vote by Mail

You may choose to submit a proxy to vote by mail, by marking your proxy card or voting instruction card, dating and signing it, and returning it in the postage-paid envelope provided. If mythe envelope is missing and you are a shareholder of record, please mail your completed proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If the envelope is missing and your shares are held with a broker, please mail your completed voting instruction card to the address specified therein. Please allow sufficient time for mailing if you decide to submit a proxy to vote by mail as it must be received by 11:59 p.m., Eastern Time, on May 29, 2024.

Vote at the Annual Meeting

If you are a shareholder of record, you may vote in “street name”person at the Annual Meeting. The Company will give you a ballot when you arrive. Due to the limited seating and for security purposes, if you wish to attend the Annual Meeting in person, you will be required to RSVP at least 48 hours prior to the Annual Meeting (or by my broker, will my broker vote my shares for me?10:30 a.m. ET on May 28, 2024) to investors@edesabiotech.com with your name in the subject line.

Shares held in “street name” by a broker or nominee who indicates on a proxy that it does not have discretionary authority to vote those shares on a proposal are referred to as “broker non-votes.” Under current rules, brokers, banks or other nominees may not vote and have no discretionary authority to vote shares on the election of directors, executive compensation matters and other governance matters, or “non-routine” matters, unless they receive specific voting instructions from their clients.

Your bank or broker does not have discretion to vote uninstructed shares on the proposals in this Proxy Statement, except for Proposal No. 4 to appoint our auditors and independent registered public accounting firm for the ensuing year.

If you are a beneficial holder and do not provide specific voting instructions to your broker, the organization that holds your shares will not be authorized to vote on Proposal No. 1, Proposal No. 2 or Proposal No. 3. Accordingly, for your vote to be counted, you now will need to communicate your voting decisions to your broker, bank, or other nominee before the date of the Annual Meeting. Accordingly, we encourage you to vote promptly, even if you plan to attend the Annual Meeting.

If I am a shareholder of record, how do I vote my shares?

There are three ways to vote:

If I am a beneficial owner of shares held in street name, how do I vote my shares?

There are three ways to vote:

What is the proxy card?

The proxy card enables you to appoint each of Pardeep Nijhawan, a Director and our Chief Executive Officer and Corporate Secretary, and Michael Brooks, our President, as your representative at the Annual Meeting. By completing and returning the proxy card, you are authorizing these persons to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting it is strongly recommendedand to be entitled to vote in person shares that are held for you complete and return your proxy card before the Annual Meeting date just in case your plans change. If a proposal comes up for vote at the Annual Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.“street name.”

What if I share an address with another shareholdervote and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

As permitted under SEC rules, we have adopted a procedure called “householding”. Under this procedure, we deliver a single copy of the Internet Availability Notice and, if applicable, the proxy materials to multiple shareholders who share the same address unless we received contrary instructions from one or more of the shareholders. This procedure reduces our printing costs, mailing costs and fees. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Internet Availability Notice and, if applicable, the proxy materials to any shareholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Internet Availability Notice and, if applicable, the proxy materials, shareholders may contact us as follows:

 Edesa Biotech, Inc.

100 Spy Court

Markham, ON L3R 5H6 Canada

Attention: Corporate Secretary

Shareholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

How do I request a paper copy of the proxy materials?

There are four ways to request a paper copy of the proxy materials:

Please make your request for a paper copy as instructed above on or before May 4, 2022 to facilitate timely delivery.

Can Ithen change my vote or revoke my proxy?mind?

You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting. A proxy may be revoked at any time prior to its exercise:

Any shareholder entitled to vote at the Annual Meeting may attend the meeting and vote in person on any matter presented for a vote to our shareholders at the meeting, whether or not that shareholder has previously given a proxy. However, attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to our Corporate Secretary before any vote in which the proxy has been given. If you hold your shares in “street name” and have instructed your broker, bank or other nominee to vote your shares for you, you must follow directions received from your broker, bank or other nominee to change those instructions.

What happens if I do not indicate how to vote my proxy?is the difference between holding shares as a shareholder of record and as a beneficial owner?

Many of our shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record

If you just sign your proxy card without providing further instructions, your shares will be voted “FOR” allare registered directly in your name with our transfer agent, Computershare Investor Services Inc., you are considered, with respect to those shares, the director nominees, “FOR” endorsementshareholder of record. As the compensationshareholder of our executive officers, for a “say on pay” frequency of “Every Year” and “FOR”record, you have the appointment of MNP LLP as our auditors and independent registered public accounting for the ensuing.

Is myright to directly grant your voting proxy or to vote kept confidential?

Proxies, ballots and voting tabulations identifying shareholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.

Where do I find the voting results of the Annual Meeting?

We will announce voting results at the Annual Meeting. The final voting results will be tallied by the inspector of election and published by the Company in a Current Report on Form 8-K, which the Company is required to file with the SEC within four (4) business days following the Annual Meeting. The Company is also required to file on SEDAR a brief description of the proposals voted upon at the Annual Meeting and the outcome of the votes for such proposals promptly following the Annual Meeting, which description must include the percentage of votes for and against such proposals.

What constitutes a quorum?

Our Amended and Restated Articles require the representation of at least one person who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least thirty-three and one-third percent (33-1/3%) of the issued shares entitled to be voted at the meeting, in order to establish a quorum for the transaction of business. Abstentions and “broker non-votes” will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or nominee which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker as to how to vote and are also invited to attend the Annual Meeting. However, because you are not the shareholder of record, you may not vote these shares unless you obtain a signed proxy from the record holder giving you the right to vote the shares. If you do not provide the shareholder of record with voting instructions or otherwise obtain a signed proxy from the record holder giving you the right to vote the shares, broker non-votes may occur for the shares that you beneficially own. The effect of broker non-votes is more specifically described in “What vote is required to approve each proposal?” below.

What vote is required to approve each proposal?

Assuming that a quorum is present, the vote required for a proposal to pass?following votes will be required:

WhoHolders of our common shares will paynot have any dissenters’ rights of appraisal in connection with any of the costs of soliciting proxies?matters to be voted on at the meeting.

What are “broker non-votes”?

The cost of preparing, assembling, printingBanks and mailing this proxy statement and the accompanying form of proxy, and the cost of solicitingbrokers acting as nominees are permitted to use discretionary voting authority to vote proxies relating to the Annual Meeting, will be bornefor proposals that are deemed “routine” by the Company. Some banks and brokers have customersNew York Stock Exchange, which means that they can submit a proxy or cast a ballot on behalf of shareholders who beneficially own shares listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly. The solicitation of proxies by mail may be supplemented by telephone, email and personal solicitation by officers, directors and regular employees of the Company, but no additional compensation will be paid to such individuals.do not provide a specific voting instruction.

Edesa Biotech, Inc.

100 Spy Court

Markham, ON L3R 5H6 Canada

PROXY STATEMENT

INTRODUCTION

2022 Annual General MeetingBrokers and banks are not permitted to use discretionary voting authority to vote proxies for proposals that are deemed “non-routine” by the New York Stock Exchange. The determination of Shareholders

Thiswhich proposals are deemed “routine” versus “non-routine” may not be made by the New York Stock Exchange until after the date on which this Proxy Statement has been mailed to you. As such, it is being furnishedimportant that you provide voting instructions to the holders of our common shares in connection with the solicitation of proxies for use at the 2022 Annual General Meeting of Shareholders of the Company (the “Annual Meeting”). The Annual Meeting is to be held at 10:30 a.m. (local time) on Wednesday, May 18, 2022, at the Edesa Biotech Corporate Offices, located at 100 Spy Court, Markham, ON L3R 5H6, and at any adjournmentyour bank, broker or adjournments thereof. Due to the limited seating and for security purposes,other nominee, if you wish to attend the Annual Meeting in person, you will be required to RSVP at least 48 hours prior to the Annual Meeting (or by 10:30 a.m. EDT on May 16, 2022) to investors@edesabiotech.com withensure that your name in the subject line.

Record Date

The Board of Directors of the Company (the “Board”) has fixed the close of business on March 22, 2022 (the “Record Date”) as the Record Date for the determination of shareholders entitled to notice of, and to vote and act at, the Annual Meeting. Only shareholders of record at the close of business on that date are entitled to notice of, and to vote and act at, the Annual Meeting.

Proposals to be Submitted at the Annual Meeting

At the Annual Meeting, shareholders will be acting upon the following proposals:

Principal Offices

The principal executive offices of the Company are located at 100 Spy Court, Markham, Ontario, Canada L3R 5H6. The Company’s telephone number at such address is (289) 800-9600.

Information Concerning Solicitation and Voting

As of the Record Date, there were 13,922,287 outstanding common shares, each share entitled to one (1) vote on each matter to be voted on at the Annual Meeting. Only holders of common shares on the Record Date will be entitled to vote at the Annual Meeting. The holders of common shares are entitled to one (1) vote on all matters presentedpresent and voted at the Annual Meeting for each share heldon all matters and if you wish to direct the voting of record. The presence in person or by proxy of holders of record ofyour shares on “routine” matters.

A broker non-vote occurs when there is at least thirty-threeone “routine” matter to be considered at a meeting and one-third percent (33-1/3%) of the shares outstanding and entitleda broker submits a proxy to vote as ofon at least one “routine” proposal but does not vote on a given proposal because the Record Date shall be requiredbroker does not have discretionary power for a quorum to transact business atthat particular item and has not received instructions from the Annual Meeting. If a quorum is not present, the Annual Meeting may be adjourned until a quorum is obtained.beneficial owner on that proposal.

“Broker non-votes,” which occur whenThe election of directors (Proposal 1) is generally not considered to be a “routine” matter and banks or brokers are prohibitednot permitted to vote on these matters if the bank or broker has not received instructions from exercising discretionary voting authority forthe beneficial owner. Accordingly, it is particularly important that beneficial owners who haveinstruct their brokers how they wish to vote their shares for Proposal 1. The advisory vote to approve the compensation of our executives (Proposal 2) is generally not provided votingconsidered to be a “routine” matter and banks or brokers are not permitted to vote on these matters if the bank or broker has not received instructions will not be countedfrom the beneficial owner. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares for Proposal 2. The approval of an amendment to the purpose of determining2019 Plan to increase the number of shares present in person or by proxy onavailable for issuance under the 2019 Plan (Proposal 3) is generally not considered to be a voting“routine” matter and will have no effectbanks or brokers are not permitted to vote on these matters if the outcomebank or broker has not received instructions from the beneficial owner. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares for Proposal 3. The appointment of the vote. Brokers who holdour independent registered public accounting firm (Proposal 4) is generally considered to be a “routine” matter, and therefore, a bank or broker may be able to vote on Proposal 4 even if it does not receive instructions from you, so long as it holds your shares in street name may voteits name.

How are we soliciting this proxy?

We are soliciting this proxy on behalf of beneficial owners with respect to Proposal 4 only.

Expenses

The expenseour Board and will pay all expenses associated therewith. Some of preparing, printing and mailing the Internet Availability Notice and this Proxy Statement and the proxies solicited hereby will be borne by the Company. In addition to the use of the mails, proxies may be solicited byour officers, directors and other employees also may, but without compensation other than their regular employees of the Company, without additional remuneration,compensation, solicit proxies by further mailing or personal interviews,conversations, or by telephone, emailfacsimile or facsimile transmission. The Companyother electronic means.

We will also, upon request, brokerage firms,reimburse brokers and other persons holding stock in their names, or in the names of nominees, custodians and fiduciaries to forwardfor their reasonable out-of-pocket expenses for forwarding proxy materials to the beneficial owners of common shares held of recordthe capital stock and will provide reimbursements for the cost of forwarding the material in accordance with customary charges. 

Attending the Annual Meeting

Only shareholders and our invited guests are permitted to attend the Annual Meeting. Due to the limited seating and for security purposes, if you wish to attend the Annual Meeting in person, you will be required to RSVP at least 48 hours prior to the Annual Meeting (or by 10:30 a.m. EDT on May 16, 2022) to investors@edesabiotech.com with your name in the subject line. To gain admittance, you must bring a form of personal identification to the Annual Meeting, where your name will be verified against our shareholder list. If a nominee holds your shares and you plan to attend the Annual Meeting, you should bring a brokerage statement showing your ownership of the shares as of the record date or a letter from the nominee confirming such ownership, and a form of personal identification. If you wish to vote your shares that are held by a nominee at the meeting, you must obtain a proxy from your nominee and bring such proxy to the meeting.

Shareholder Proposals for 2023 Annual Meeting

Shareholder proposals for inclusion in our proxy statement: If a shareholder wishes to present a proposal to be included in our proxy statement and form of proxy for our 2023 annual meeting of shareholders, the proponent and the proposal must comply with the proxy proposal submission rules of the SEC and namely, Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). One of the requirements is that the proposal must be received by our Corporate Secretary at our executive offices in Markham, Ontario, Canada no later than the close of business on December 9, 2022, which is 120 calendar days before April 8, 2023, the anniversary date that this proxy statement was released to shareholders in connection with the 2022 Annual Meeting. Such proposal must also comply with the applicable requirements as to form and substance established by the SEC if those proposals are to be included in the proxy statement and form of proxy. If the date of next year’s annual meeting is changed by more than 30 days from the anniversary date of the Annual Meeting, then the deadline is a reasonable time before we begin to print and mail proxy materials.

Other shareholder proposals: The Board has approved an advance notice policy, which was subsequently approved by our shareholders at our 2014 annual meeting of shareholders, that requires advance notice be given to us in certain circumstances where nominations of persons for election to the Board are made by our shareholders.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days nor more than 65 days prior to the date of the annual meeting. However, in the event that the annual meeting is to be held on a date that is less than 40 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the tenth day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting was made. proxies.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Annual Meeting other than the election of directors and other than the advisory vote on executive compensation.

ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF A PROPOSAL IF NO CONTRARY SPECIFICATION IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF THE PERSONS NAMED IN THE PROXY WITH RESPECT TO ANY OTHER BUSINESS THAT MAY COME BEFORE THE ANNUAL MEETING.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF EACH OF THE PROPOSALS TO BE SUBMITTED AT THE MEETING AND “EVERY YEAR”FOR A “SAY ON PAY” FREQUENCY.

PROPOSAL NO. 1 1: TO ELECT SEVEN (7) DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING AND UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED

ELECTION OF DIRECTORS

Nominees for Election as Directors

Our Board is currently composed of seven (7) directors. At the Annual Meeting, seven (7) directors are to be elected. Each directorof the nominees listed below is currently one of our directors. If elected annually toat the Annual Meeting, each of these nominees would serve until the next annual meeting of shareholders, orand until his or her successor is duly elected. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Jennifer Chao, Lorin Johnson, Sean MacDonald, Pardeep Nijhawan, Frank Oakes, Paul Pay and Carlo Sistilli to hold office until the 2023 annual meeting of shareholders or until their respective successors have been duly elected and qualified. Inqualified, or, if sooner, until the event that anydirector’s death, resignation or removal.

Shareholders may not vote, or submit a proxy, for a greater number of nominees than the seven (7) nominees named below. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven (7) director nominees shallnamed below. If any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be unable or unwillingvoted for the election of a substitute nominee proposed by our Board. Each person nominated for election has agreed to serve as a director, the Board shall reserve discretionary authority to vote for a substitute or substitutes. The Boardif elected. Our management has no reason to believe that any of the nomineesnominee will be unable or unwilling to serve.

Information as toNominees for Election Until the Next Annual Meeting

The following table sets forth the name, age, position and tenure of each of our Board of Directors and Nomineesdirectors who are up for re-election at the 2024 Annual Meeting:

There are no arrangements between our directors and any other person pursuant to which our directors were nominated or elected for their positions. There are no family relationships between any of our directors or executive officers. None

The following includes a brief biography of each of the Company’s directorsnominees standing for election to the Board at the Annual Meeting, based on information furnished to us by each director nominee, with each biography including information regarding the experiences, qualifications, attributes or executive officers have been involved, inskills that caused the past ten yearsNominating and in a manner materialCorporate Governance Committee and the Board to an evaluation of such director’s or officer’s ability or integrity todetermine that the applicable nominee should serve as a director or executive officer, in anymember of those “Certain Legal Proceedings” more fully detailed in Item 401(f) of Regulation S-K, which include but are not limited to, bankruptcies, criminal convictions and an adjudication finding that an individual violated federal or state securities laws.our Board.

Biographies and Qualifications. The biographies of our directors and certain information regarding each director’s experience, attributes, skills and/or qualifications that led to the conclusion that the director should be serving as a director of our Company are as follows:

Jennifer M. ChaoJoan Chypyha has over 25more than 30 years of experience in the biotechpharmaceutical industry including executive and life sciences industries focused primarily on financeoperational positions in business development, sales and corporate strategy.marketing, and general management. She is Managing Partnerthe President of CoreStrategies Management, LLC,Alto Pharmaceuticals, Ltd., a specialty pharmaceutical company focused on dermatology, women's health and elder care, which she founded in 2008.2009. Alto is also a major shareholder in Pepper and Pink Inc., a manufacturer of brand and private label personal care products for major retailers in Canada. From July 2015 to June 2017, she was the President of Cipher Pharmaceuticals, Inc., having previously served as Vice President of Marketing and Sales. Ms. Chypyha’s professional career also includes executive positions at Rhei Pharmaceuticals Ltd. and Barrier Therapeutics Canada, Inc., following sixteen years at Hoffman-La Roche, where she held progressively senior positions. Since February 2018, she has served as a director and a member of the audit committee of Ovation Science Inc., a research and development company that develops topical and transdermal consumer products. She is a past advisory board member of Up Cannabis Inc (from August 2017 to January 2019). Ms. Chypyha currently serves onserved as the BoardPresident of Directors of Endo International plc. (Nasdaq: ENDP)the Canadian Dermatology Industry Association, from 2015 to 2023, and is a memberCo-Chair of Endo’s Audit Committee and Compliance Committee. Prior to joining Endo, Ms. Chao served asDiTiDE (Dermatology Industry Taskforce on Inclusiveness, Diversity & Equity), a Director (since 2015) and as Board Chair (since October 2019) of BioSpecifics Technologies Corp. until its acquisition by Endogroup she co-founded in December 2020. She has also previously served as Chairon boards of BioSpecifics’ Compensation Committeeother non-profits and asbusiness organizations, including the Canadian Healthcare Licensing Association. Ms. Chypyha earned her Bachelor’s Degree from the University of Toronto and a member of its Audit Committee, Strategy Committee, Intellectual Property Committee, and Nominating and Corporate Governance Committee. In addition, since March 2022, she has been a Board Director of Cardiol Therapeutics Inc. (Nasdaq: CRDL) and serves as Chair of Cardiol’s Corporate Governance and Compensation Committee. Additionally,Master’s Degree in Business Administration from 2004 to 2008, Ms. Chao was Managing Director and Senior Lead Biotechnology Securities Analyst at Deutsche Bank. Prior to that, Ms. Chao served as Managing Director and Senior Lead Biotechnology Analyst at RBC Capital Markets and Vice President, Senior Biotechnology Analyst at Leerink Swann & Co. Ms. Chao was a research fellow at Massachusetts General Hospital/Harvard Medical School, as a recipient of the BioMedical Research Career Award, and received her B.A. in Politics and Greek Classics from New YorkQueen's University. Ms. Chao’sChypyha’s qualifications to serve on theour Board include her extensive operational experience in founding, managing and building companies, previous board of directors includeexperience and her extensive experience in the life science industry, corporate strategy and U.S. capital markets.dermatology industry.

Lorin Johnson, PhDSean MacDonald is a seasoned pharmaceutical entrepreneur and innovator with more than 30 years of experience in building companies. He has been a member of our board of directorsBoard since June 2019, havingand served as Chairman of the Board from June 2019 until May 2023. He previously served as a directoron the board of the company’sour principal operating subsidiary, Edesa Biotech Research, Inc., from its founding in January 2015September 2017 to January 2016. Dr. Johnson is currently the Chief Scientist of Glycyx Pharma Ventures Ltd., a biopharma investment and development company he founded in March 2016. Prior to Glycyx, Dr. Johnson cofounded Salix Pharmaceuticals, Inc., a specialty pharmaceutical company, and held senior leadership positions prior to its acquisition by Valeant Pharmaceuticals International, Inc. in April 2015. Earlier in his career, Dr. Johnson served as Director of Scientific Operations and Chief Scientist at Scios, Inc. (formerly California Biotechnology, Inc). In addition to Edesa, he currently serves on the board of 9Meters Biopharma, Inc. (Nasdaq: NMTR), and is a member of 9Meters’ Audit Committee, Compensation Committee (chair) and Nominating and Governance Committee. He also serves on the boards of Glycyx MOR, Inc., Intact Therapeutics, Inc., Kinisi Therapeutics, Ltd. and NeVAP, Inc. Dr. Johnson has also held academic positions at Stanford University School of Medicine where he served as an Assistant Professor of Pathology and at the University of California, San Francisco. He is the coauthor of 76 journal articles and book chapters and is the coinventor on 23 issued patents. Dr. Johnson holds a PhD from the University of Southern California and was a Postdoctoral Fellow at the University of California, San Francisco. Dr. Johnson’s qualifications to serve on the board of directors include his knowledge of our business and his significant experience in the pharmaceutical industry.

Sean MacDonald has chaired our Board since June 2019, having previously served as a director of the company’s principal operating subsidiary, Edesa Biotech Research, Inc., since September 2017.2019. In his career, he has led and closed multiple licensing transactions, financings, acquisitions and divestments, and led corporate strategy for several pharmaceutical and biotechnology companies. Since January 2024, Mr. MacDonald is currentlyhas served as the Chief Business Officer of Domain Therapeutics Inc., a biotechnology company.  From April 2022 to February 2024, he served as an advisor to investors and biotechnology companies, including Raya Therapeutic Inc. From August 2021 to April 2022, he was the Chief Business Officer of iOnctura SA, a Swiss clinical-stage oncology company, a position he has held since August 2021.company. From April 2019 to August 2021, he was the Head of Business Development for Cosmo Pharmaceuticals NV, a European gastroenterology focused pharmaceutical company; and from October 2018 to August 2021 he was the chief executive of Corbin Therapeutics, a Montreal-based biotech company focused on treating neuroinflammation. Mr. MacDonald held various operational and executive leadership roles from October 2012 to October 2018 at Pharmascience Inc., one of Canada’sCanada's largest pharmaceutical companies, including Vice President of Business Development and Corporate Development. He received his BSc in Molecular Biology and MBA from the University of Ottawa. Mr. MacDonald’sMacDonald's qualifications to serve on the board of directorsour Board include his extensive operational experience and background in the pharmaceutical/biotechnology industry.

Patrick Marshall has more than 20 years of experience raising capital, building and launching new products and services, developing strategy and completing mergers and acquisitions to support growth in private and public companies. Since 2010 he has been a managing director at VRG Capital, having previously held various executive roles in several of the firm’s portfolio companies since 2000, including Wheels Group Inc., a North American third-party logistics company acquired by Radiant Logistics, Inc. in 2015, and Thomas International Ltd., a global provider of psychometric and aptitude tests acquired by Palamon Capital Partners in 2018. Mr. Marshall is a cofounder of Jouleia Inc, a start-up focused on accelerating the transition to low-carbon homes, and since December 2023 has been responsible for the company’s finance and operations. He is a current board member and past President (January 2016 -December 2023) of Adrem Brands Inc., a privately held Canadian company focused on the over-the-counter and nutritional supplements markets. Prior to 2000, he held fundraising, business development and strategy roles for various international enterprises and non-governmental organizations. Mr. Marshall is a cofounder and board member of Together Project (since 2016) and a trustee of Lakefield College School (since 2012). He received his Bachelor of Arts in Sociology from Queen's University and Master of Business Administration from the University of Exeter. Mr. Marshall’s qualifications to serve on our Board include his experience managing and building companies, strategic transactions, raising capital and prior board experience.

Pardeep Nijhawan, MD, FRCPC, AGAFhas served as our Chief Executive Officer, Corporate Secretary and a member of our board of directorsBoard since June 2019, having previously founded and led the company’sour principal operating subsidiary, Edesa Biotech Research, Inc., since January 2015. Dr. Nijhawan is a seasoned pharmaceutical entrepreneur with more than 20 years of experience in cross-functional leadership roles in finance, marketing, corporate strategy and business development. Prior to Edesa, inIn 2002 Dr. Nijhawan founded Medical Futures Inc., and served as its CEO. He sold Medical Futures to Tribute Pharmaceuticals in 2015. Dr. Nijhawan also founded Digestive Health Clinic in 2000 and led it to become Canada’s largest provider of private endoscopy services. In 2014, he founded Exzell Pharma, a specialty Canadian-based pharmaceutical organization that markets and commercializes approved products. He sold Exzell Pharma to BioLab Pharma in 2022. Dr. Nijhawan also founded Digestive Health Clinic in 2000 and led it to become one of Canada’s largest provider of private endoscopy services. He continues to serve on the BoardsBoard of Exzell Pharma and Digestive Health Clinic.  Since January 2021, he has served on the advisory board of Private Debt Partners, a Canadian alternative asset management firm. Dr. Nijhawan received his MD from the University of Ottawa and completed his internship at Yale University, and his internal medicine residency and fellowship at the Mayo Clinic. Dr. Nijhawan’s qualifications to serve on the board of directorsour Board include his extensive executive leadership and experience in the life sciences industry and his knowledge of our business as its chief executive.

Frank Oakes has more than 40 years of executive leadership experience. He has been a directormember of the companyour Board since April 2010 and served as the Chairman of the Board until June 2019. From 1999 to 2019, he also served as the President and Chief Executive Officer of the company’sour legacy operating subsidiary, which he founded. Prior to founding Stellar Biotechnologies, Inc., he was the Chief Executive Officer of The Abalone Farm, Inc., where he led the company through the research and development, capitalization, and commercialization phases of development to become the largest abalone producer in the United States at the time. Mr. Oakes has consulted and lectured around the world. He received his BS degree from California State Polytechnic University, San Luis Obispo and is a graduate of the Los Angeles Regional Technology Alliance University’s management program. Mr. Oakes qualifications to serve on the board of directorsour Board include his extensive operational experience building companies and management teams and leading a U.S. and Canadian publicly listed life science company.

Paul PayCharles Olson, DSc is an executivea CMC consultant with overmore than 40 years of experience inbiotech experience. From September 2021 to April 2023 he was  Chief Operating Officer at Dendreon Corporation, where he was responsible for the pharmaceutical/biotechnology industry.commercial manufacturing of Provenge, a commercial cell-based product for prostate cancer, overseeing multiple sites and several hundred employees. From September 2017 to August 2021, he was a senior Vice President of Operations at Applied Molecular Transport. From April 2010 to August 2017, Dr. Olson held various leadership roles at Anthera Pharmaceuticals Inc., including Chief Technology Officer. He has also been a memberPrincipal Biotechnology Consultant for Compass Biotechnology LLC since 2006. Dr. Olson previously held senior and executive management positions at NGM Biopharmaceuticals Inc., Coherus BioSciences Inc., Nexbio Inc., Cell Genesys, Inc., Biomarin Pharmaceuticals, Inc, and Onyx Pharmaceuticals, Inc. From December 2016 to June 2019, Dr. Olson served on the Board of our board of directors since June 2019,Edesa Biotech, Inc. (then operating as Stellar Biotechnologies, Inc.), having previously served ason Stellar’s scientific advisory board. After graduate school, Dr. Olson was a director of the company’s principal operating subsidiary, Edesa Biotech Research Inc., since its founding in January 2015. From November 2002 to May 2021, he led all business development activityScientist at Norgine. He is currentlyKaiser Hospitals, followed by Scientist and Senior Advisor, Corporate & Business Development at Norgine reporting to the Chairman. Prior to joining Norgine, Mr. Pay held senior managementScientist positions at large, specialtyGenentech and early-stage pharmaceutical companies,Bayer, respectively. He holds a B.A. in biology and cofounded a university spin-out company. His commercial roles have included sales, marketing, market research, licensing, business development, public relations, intellectual property and product development. In addition to Edesa, Mr. Pay is currently a director of Exzell Pharma, a specialty pharmaceutical company. He is a past director at Arc Medical Design, a medical device development company and a portfolio company of Norgine; Norgine Ltd.,chemistry from Westmont College, an affiliate of Norgine; and Merus Labs Inc., a Norgine wholly owned subsidiary. Mr. Pay received a BSC (hons)M.A. in chemistry from the University of Leeds. Mr. Pay’sCalifornia at Santa Barbara and a D.Sc. in biochemistry. Dr. Olson qualifications to serve on the board of directorsour Board include his extensive scientific, manufacturing operations, process development and senior management and board experience in the pharmaceutical/biotechnology industry and his knowledge of Edesa’s business.biopharmaceutical industry.

Carlo Sistilli, CPA, CMA has more than 35 years of financial experience and has held a variety of executive positions in accounting and finance during his career. He has been a member of our board of directorsBoard since June 2019, having previously served as a board observer of the company’sour principal operating subsidiary, Edesa Biotech Research, Inc., since September 2017. Mr. Sistilli has served as the Chief Financial Officer of Arista Homes since March 2003 to present. Prior to Arista, Mr. Sistilli was a founder and served as CFO and a board member of an Internet start-up company in the automotive sector, and played a key role in taking the company public on the Alberta Ventures Exchange. Earlier in his career, Mr. Sistilli was the Controller and a member of the senior management team of a major regional trust company, which Mr. Sistilli helped sell to Manulife Financial. He currently servesFrom January 2021 to February 2024, he served on the board of directorsBoard and audit committee of Aleafia Health Inc. (TSX: AH). In addition to his professional career, Mr. Sistilli is an officer and a member of the board of directorsBoard of Mother of Mercy Centre. Mr. Sistilli holds a Bachelor of Arts from York University, with a major in economics, Certified Management Accountant Designation and a Chartered Professional Accountant Designation. Mr. Sistilli’s qualifications to serve on the board of directorsour Board include his knowledge of Edesa’s business and his background in accounting and finance.

Board Diversity Matrix (as of March 31, 2022)

The information provided below is based on the voluntary self-identification of each member of our Board of Directors.

Vote Required

With regardrespect to Proposal 1, the election of directors votes may be cast “FOR” or “WITHHOLD.” Theare elected by the affirmative vote of the holders of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote is required forvote. The director nominees who receive the electiongreatest number of eachvotes at the Annual Meeting (up to the total number of directors to be elected) will be elected. Withheld votes and broker non-votes, if any, will not affect the outcome of the nominees. With regard tovote on this proposal, shares which are entitled to vote but abstain from voting on a matter will be excluded from the vote and will have no effect on its outcome.proposal.

RecommendationTHE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEES

Our Board recommends that shareholders vote “FOR” the election of each of the director nominees identified in Proposal No. 1.

Corporate GovernanceCORPORATE GOVERNANCE

Board and Committee MeetingsComposition

Our Board held 11 meetingsis composed of seven (7) directors. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.

We have no formal policy regarding board diversity. Our priority in selection of members of our Board is identification of members who will further the interests of our shareholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the competitive landscape.

Board Meetings

Our Board met eleven (11) times in fiscal year 2021.2023. Each director attended at least 75% of the aggregate of (i) the total number of meetings of theour Board held during the period. Our directors are encouraged, but not required, to attend annual meetings. All directors attended our 2021 annual meeting of shareholders, and all of our directors are expected to attend this Annual Meeting in person or by teleconference.

During fiscal year 2021, our Audit Committee held 4 meetings, our Compensation Committee held 3 meetings and our Nominating and Corporate Governance Committee held 2 meetings. Each director attended at least 75% of the aggregate number of meetings of the Committees held(held during the period for which such director served on those Committees.

Board Leadership Structure

The positionsthe Board) and (ii) the total number of meetings of all committees of our chairman ofBoard on which such director served (during the Board and chief executive officer are separate. Separating these positions allows our chief executive officer to focusperiods for which the director served on our day-to-day business, while allowing the chairmansuch committee or committees). We do not have a formal policy requiring members of the Board to leadattend our annual meetings. All directors nominated for election at our 2023 annual meeting of shareholders attended the Board of Directors in its fundamental roles of setting a company’s overall strategy and providing advice to and independent oversight of management. Our Board of Directors recognizes the time, effort and energy that the chief executive officer must devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the Board of Directors’ oversight responsibilities continue to grow. Our Board of Directors also believes that this structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board of Directors. Our Board of Directors believes its administration of its risk oversight function has not affected its leadership structure.

Although our articles do not require the chairman and chief executive officer positions to be separate, our Board of Directors believes that having separate positions is the appropriate leadership structure for the Company at this time and demonstrates our commitment to good corporate governance.

Role of Board in Risk Oversight Process

Our Board is responsible for overseeing our Company’s risk management and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The risk oversight process includes receiving regular reports from committees of the Board and members of senior management to enable our Board to understand the Company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk. The Audit Committee discusses with our independent auditors the major financial risk exposures and the steps management has taken to monitor and mitigate such exposures.meeting.

Director Independence

Our common shares are listed on The Board evaluatesNasdaq Capital Market. Under the independence of each nominee for election as a director of our Company in accordance with theNasdaq Listing Rules, (the “Nasdaq Listing Rules”) of the Nasdaq Stock Market LLC (“Nasdaq”). Pursuant to these rules,independent directors must comprise a majority of our Board must be “independent directors” within the meaning ofBoard. In addition, the Nasdaq Listing Rules andrequire that all directors who sit on ourthe members of such committees be independent. Audit Committee, Compensation Committee and Nominating and Corporate Governance Committeecommittee members must also be independent directors.

The Nasdaq definitionsatisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of “independence” includes a series of objective tests, such1934, as amended, or the director or director nominee is not, and was not duringExchange Act. Compensation committee members must also satisfy the last three years, an employee of the Company and has not received certain payments from, or engaged in various types of business dealings with, the Company. In addition, as further requiredindependence criteria established by the Nasdaq Listing Rules in accordance with Rule 10C-1 under the Board has madeExchange Act. Under the Nasdaq Listing Rules, a subjective determinationdirector will only qualify as to each independent director that no relationships exist which,an “independent director” if, among other qualifications, in the opinion of thethat company’s Board, that person does not have a relationship that would interfere with such individual’sthe exercise of independent judgment in carrying out his or herthe responsibilities asof a director. In making these determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities as they may relate to the Company and its management.

AsOur Board undertook a result,review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has affirmatively determined that Jennifer Chao, Lorin Johnson,Joan Chypyha, Sean MacDonald, Paul PayPatrick Marshall, Frank Oakes, Charles Olson and Carlo Sistilli are “independent directors”do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that Peter van der Velden, prior to his resignation on February 28, 2022, was alsoeach of these directors is “independent” as that term is defined under the Nasdaq Listing Rules and the SEC.  Dr. Nijhawan is not an “independent director”.  This means that our Boardindependent director under these rules because he is an executive officer of Directors is composed of a majority of independent directors as required by Nasdaq. The Board of Directors has also affirmatively determined that all members of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are independent directors, including Peter van der Velden, who served on our Nominating and Corporate Governance committee in the last fiscal year and until his resignation on February 28, 2022.Company.

Code of Ethics and Business Conduct and Insider Trading Policy

We have adopted a Code of Ethics and Business Conduct that applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our Code of Ethics and Business Conduct is available on the Investor Relations section of our website at edesabiotech.com/investors/governance, in the Corporate Governance section, under the Governance Documents section. We intend to satisfy the SEC’s disclosure requirements regarding amendments to, or waivers of, our Code of Ethics and Business Conduct by posting such information on our website. Copies of our Code of Ethics and Business Conduct may be obtained, free of charge, by writing to our Corporate Secretary, Edesa Biotech, Inc., 100 Spy Court, Markham, ON Canada L3R 5H6.

Information about our Board Committees

Our Board of Directors has appointedestablished an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. TheCommittee, each of which operates pursuant to a charter adopted by our Board. Members serve on these committees until their resignation or until otherwise determined by the Board.

Audit Committee

Joan Chypyha, Patrick Marshall and Carlo Sistilli serve on the Audit Committee, which is chaired by Carlo Sistilli. Our Board of Directors has determined that each director who serveshas sufficient knowledge in financial and auditing matters to serve on these committees is “independent,”the Audit Committee and that each are “independent” for Audit Committee purposes as that term is defined byunder SEC and Nasdaq Marketplace Rules. The Board designated Carlo Sistilli as an “audit committee financial expert,” as defined under the listing rules of Nasdaq andapplicable rules of the Securities and Exchange Commission.  In addition, the Board of Directors has determined that Peter van der Velden who served on our Nominating and Corporate Governance Committee prior to his resignation on February 28, 2022, was also an “independent director”. The Board of Directors has adopted written charters for its Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Copies of these charters are available on our website at edesabiotech.com/investors/governance.SEC.

Audit Committee

Composition of the Audit Committee

Our Audit Committee is composed of Sean MacDonald, Paul Pay and Carlo Sistilli (chair). The purpose of the Audit Committee is to oversee our accounting and financial reporting processes and the audits of our financial statements. In that regard, the Audit Committee assists the Board in monitoring: (a) the integrity of our financial statements; (b) our independent auditor’s qualifications, independence, and performance; (c) the performance of our system of internal controls, financial reporting, and disclosure controls; and (d) our compliance with legal and regulatory requirements. To fulfill this obligation and perform its duties, the Audit Committee maintains effective working relationships with the Board, management, and our independent auditor.

Carlo Sistilli is the Chair of ourOur Audit Committee operates pursuant to a charter that is available on our website at www.edesabiotech.com under the Governance section. Our Audit Committee met four (4) times in fiscal 2023.

Compensation Committee

Joan Chypyha, Frank Oakes and has extensive financial experience. He holds a Bachelor of Arts from York University, with a major in economics, Certified Management Accountant Designation and a Chartered Professional Accountant Designation. He has held a variety of executive positions in accounting and finance duringCharles Olson serve on the past 35 years. TheCompensation Committee, which is chaired by Joan Chypyha. Our Board has determined that Mr. Sistilli is an “audit committee financial expert” as defined in Item 407(d)(5)(ii)each member of Regulation S-K. 

Relevant Education and Experience

A full description of the education and experience of the current members of the Audit Committee is available under the section entitled “Information as to our Board of Directors and Nominees - Biographies and Qualifications” detailed above.

Audit Committee Oversight

Additional information regarding the audit committee is contained in Item 10 of our Annual Report on Form 10-K, as filed with the SEC on December 28, 2021 and our Annual Information Form for the year ended September 30, 2021 as filed on SEDAR.

Compensation Committee

Our Compensation Committee is composed of Jennifer Chao effective March 28, 2022, Lorin Johnson, Sean MacDonald and Paul Pay (chair). “independent” as defined under the Nasdaq Marketplace Rules.

The purpose of the Compensation Committee is to assist the Board’s oversight relating to compensation including (i) the approval of compensation for our Chief Executive Officer and (ii) the review of compensation for our other named executive officers.Named Executive Officers. It has overall responsibility for evaluating, and approving or recommending to the independent members of the Board for approval, our compensation plans, policies and programs as such plans, policies and programs affect executive officers.

The Compensation Committee also reviews the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, reviews and discusses, at least annually, the relationship between risk management policies and practices and compensation, and evaluates compensation policies and practices that could mitigate any such risk.

All compensation decisions are made with consideration of the Compensation Committee’s guiding principles to provide competitive compensation for the purpose of attracting and retaining talented executives and employees and of motivating our employees to achieve improved company performance, which ultimately benefits our shareholders. The Compensation Committee has the authority to retain and terminate any advisors, including independent counsel, compensation consultants and other advisors to assist as needed, and has authority to approve the advisors’ fees, which will be paid by the Company, and the other terms and conditions of their engagement. The Compensation Committee considers input and recommendations from our Chief Executive Officer, who shall not be present during any committee deliberations with respect to his compensation, in connection with its review of our Company’s compensation programs and its annual review of the performance of the other executive officers.

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Table of Contents

Our Compensation Committee operates pursuant to a charter that is available on our website at www.edesabiotech.com under the Governance section. Our Compensation Committee met five (5) times in fiscal 2023.

Nominating and Corporate Governance Committee

Patrick Marshall, Frank Oakes and Charles Olson serve on the Nominating and Corporate Governance Committee, which is chaired by Frank Oakes. Our Board has determined that each member of the Nominating and Corporate Governance Committee is composed of Jennifer Chao effective March 28, 2022, Sean MacDonald (chair) and Carlo Sistilli. Peter van der Velden served as chair of our Nominating and Corporate Governance Committee prior to his resignation on February 28, 2022. “independent” under the Nasdaq Marketplace Rules.

The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to become Board members; recommend to the Board individuals to serve as directors; advise the Board with respect to Board composition, procedures and committees; lead the Board in its annual review of the Board and management’s performance; develop, recommend to the Board and annually review a set of corporate governance principles applicable to the Company; and oversee any related matters required by the federal securities laws.

Process for Identifying and Evaluating Potential Director Nominees. The Nominating and Corporate Governance Committee will identify, evaluate and recommend candidates to become members of our Board with the goal of creating a Board that, as a whole, consists of individuals with various and relevant career experience, industry knowledge and experience, and financial expertise. It will consider persons identified by its members, management, shareholders, investment bankers, a third-party search firm and others for nomination to the Board. Candidates, whether identified by the Nominating and Corporate Governance Committee or proposed by shareholders, will be reviewed in the context of the current composition of our Board, our operating requirements and the long-term interests of our shareholders. Although the Nominating and Corporate Governance Committee does not have a formal diversity policy concerning membership of the Board, it does consider diversity in its broadest sense when evaluating candidates, including persons diverse in gender, ethnicity, experience, and background.

Process for Shareholder Nominations. The Board has approved an advance notice policy, which was subsequently approved by our shareholders at our 2014 annual meeting of shareholders, that requires advance notice be given to us in certain circumstances where nominations of persons for election to the Board are made by our shareholders. Shareholders who wish to recommend a candidate for election to the Board should send their letters to our Corporate Secretary at 100 Spy Court, Markham, ON Canada L3R 5H6.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days nor more than 65 days prior to the date of the annual meeting. However, in the event that the annual meeting is to be held on a date that is less than 40 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the tenth day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the special meeting was made.

Each of the nominees up for election at the Annual Meeting was recommended to the Board by the Nominating and Corporate Governance Committee.

Our Nominating and Corporate Governance Committee operates pursuant to a charter that is available on our website at www.edesabiotech.com under the Governance section. Our Nominating and Corporate Governance Committee met two (2) times in fiscal 2023.

Our Board may, from time to time, establish other committees.

Shareholder Nominations for Directorships

All shareholder recommendations for director candidates must be received by the Company in the timeframe(s) set forth under the heading “Shareholder Proposals” below. Such submissions must state the nominee’s name, together with appropriate biographical information and background materials, and information with respect to the shareholder or group of shareholders making the recommendation, including the number of shares of common shares owned by such shareholder or group of shareholders, as well as other information required by our advance notice policy.

Board Leadership Structure and Role in Risk Oversight

The Company used a paid third-party search firmpositions of our chairman of the Board and chief executive officer are separated. Separating these positions allows our chief executive officer to assistfocus on our day-to-day business, while allowing the chairman of the Board to lead our Board in identifyingits fundamental role of providing advice to and evaluating potential nomineesindependent oversight of management. Our Board recognizes the time, effort and energy that the chief executive officer must devote to his position in the current business environment, as well as the commitment required to serve as new directors.our chairman, particularly as our Board’s oversight responsibilities continue to grow. Our Board also believes that this structure ensures a greater role for the independent directors in the oversight of our Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board. Our Board believes its administration of its risk oversight function has not affected its leadership structure.

Although our Articles do not require our chairman and chief executive officer positions to be separate, our Board believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and other reports filed with the SEC. Our Board is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full Board, which has responsibility for general oversight of risks.

Our Board also satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our Company. Our Board believes that full and open communication between management and our Board is essential for effective risk management and oversight.

Shareholder Communications with the Board of Directors

If you wishOur Board will give appropriate attention to communicate withwritten communications that are submitted by shareholders, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters, and subject to advice from legal counsel, the Secretary of the Company is primarily responsible for monitoring communications from shareholders and for providing copies or summaries of such communications to the Board you may send your communication in writing to our Corporateas the Secretary at our executive offices located at 100 Spy Court, Markham, ON Canada L3R 5H6. Please include your name and address in the written communication and indicate whether you are a shareholder. Our Corporate Secretary will review any communication received from a shareholder, and all material communicationsconsiders appropriate.

Communications from shareholders will be forwarded to all directors if they relate to important substantive matters or if they include suggestions or comments that the appropriate director or directors or committee ofSecretary considers to be important for the Board based onto know. Communication relating to corporate governance and corporate strategy are more likely to be forwarded to the subject matter.Board than communications regarding personal grievances, ordinary business matters, and matters as to which the Company tends to receive repetitive or duplicative communications.

Shareholders who wish to send communications to the Board should address such communications to: The Board, Edesa Biotech, Inc., 100 Spy Court Markham, ON L3R 5H6 Canada, Attention: Secretary.

Executive OfficersCode of Ethics and Business Conduct

SetWe have adopted a written code of ethics and business conduct that applies to our employees, officers and directors. A current copy of our code is posted on our website, which is located at www.edesabiotech.com. We intend to disclose future amendments to certain provisions of our code of ethics and business conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website identified above or in filings with the SEC.

Anti-Hedging Policy

The Company Insider Trading Policy prohibits its directors, officers or employees, their family members and controlled entities to engage in hedging transactions. They are further prohibited from selling any securities of the Company that are not owned by such person at the time of the sale (a “short sale”); trading in standardized options (e.g, “calls” and “puts”) relating to the Company securities; or pledging as collateral or margin the Company’s securities.

INFORMATION CONCERNING EXECUTIVE OFFICERS

The following table sets forth below is certain information with respect to the names, ages, and positions ofregarding our current executive officers as of March 31, 2022. Biographical information pertaining to Dr. Pardeep Nijhawan, who is a director and an executive officer, may be found in the above section entitled “Information as to our Board of Directors and Nominees - Biographies and Qualifications.” The executive officers serve at the pleasure of our Board of Directors.officers:

Kathi Niffenegger, CPA has servedOur executive officers are elected by, and serve at the discretion of, our Board. The business experience for the past five years, and in some instances, for prior years, of each of our executive officers is as ourfollows:

Biographical information pertaining to Dr. Nijhawan, who is a director and an executive officer, may be found in the above section entitled “Nominees for Election Until the Next Annual Meeting.”

Stephen Lemieux, CPA was appointed Chief Financial Officer since 2013. She also previously served asin July 2023. He is a veteran of the company’s Corporate Secretary from 2013 to June 2019. Ms. Niffenegger hashealthcare and biopharmaceutical sectors, with more than 3020 years of experience in accountingfinancial planning and finance in a range of industries,analysis, licensing and has led audits of manufacturing, pharmaceutical and governmental grant clients. She has also developed specialized expertise in cost accounting systems and internal controls.mergers & acquisitions. Prior to joining the company, sheCompany, Mr. Lemieux held senior financial leadership positions at healthcare and biopharmaceutical biotechnology companies, where he guided financial strategies, optimized capital structures and supported significant corporate transactions and sales growth. From July 2021 until June 2023, Mr. Lemieux served as CFO of increasing responsibility in the audit divisionTitan Medical Inc., and from April 2019 to July 2021 as CFO and Secretary of Glenn Burdette CPAs and served most recently as technical partner. Earlier in her career, sheNeuPath Health. Previously, he was the Chief Financial OfficerCFO and Secretary of Martin Aviation. Ms. NiffeneggerCipher Pharmaceuticals (TSX: CPH) from September 2016 to March 2019 and during his tenure served as Interim-CEO from November 2016 to April 2017. Prior to Cipher, he was CFO at Nuvo Pharmaceuticals and Crescita Therapeutics. Mr. Lemieux is a Chartered Professional Accountant and holds a B.S.Master of Management & Professional Accounting degree in Business Administration, Accounting from California Statethe University Long Beach. She is a member of the American Institute of Certified Public Accountants (AICPA) and holds the Chartered Global Management Accountant (CGMA) designation.Toronto.

Michael Brooks, PhDwas appointed President of Edesa in June 2019, having served as Vice President of Corporate Development and Strategy for the company’sour principal operating subsidiary, Edesa Biotech Research, Inc., since January 2015. Prior to joining Edesa, Dr. Brooks held positions of increasing responsibility at Cipher Pharmaceuticals Inc from 2010 to 2015 and served most recently as the company’s Director of Business Development. Prior to joining Cipher, Dr. Brooks was a Postdoctoral fellow at the University of Toronto. Dr. Brooks holds a Hons B.Sc. degree in Microbiology and a PhD in Molecular Genetics from the University of Toronto. Dr. Brooks received his MBA degree from the Rotman School of Management where he was a Canadian Institute for Health Research (CIHR) Science-to-Business Scholar.

Executive Compensation

As a Smaller Reporting Company, we may provide scaled disclosure in Item 402 paragraphs (m) through (r). Our proxy disclosure has been prepared to comply with those U.S. requirements as allowed under National Instrument 51-102F6.

Named Executive Officers

For the purposes of this proxy statement, a named executive officer (NEO) of the Company means each of the following individuals:

Our named executive officers for the year ended September 30, 2021 were Pardeep Nijhawan, MD, Director, Chief Executive Officer and Corporate Secretary; Kathi Niffenegger, CPA, Chief Financial Officer; and Michael Brooks, PhD, President.EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by or paid to the named executive officers for the years ended September 30, 20212023 and September 30, 2020. 2022.

Employment and Change in Control Agreements

Upon completion of our business combination transaction with Edesa Research, Dr. Nijhawan, Dr. BrooksAmended and Kathi Niffenegger each entered into new employment agreements with us which are described below. Kathi Niffenegger entered into a new employment agreement with us on December 1, 2020 as described below and the employment agreement she entered into upon completion of our business combination transaction with Edesa Research was superseded. All three employment agreements were amended on March 19, 2021.

Restated Employment Agreement with Pardeep Nijhawan effective as of JuneAugust 4, 2023, as amended December 7, 2019 and amended March 19, 20212023

On June 14, 2019 but effective as of June 7, 2019, weAugust 4, 2023, the Company entered into an amended and restated employment agreement with Pardeep Nijhawan. Nijhawan, the Company’s Chief Executive Officer that superseded prior employment agreements (as amended, the Nijhawan Employment Agreement).

Pursuant to the employment agreement,Nijhawan Employment Agreement, Dr. Nijhawan will serveserves as ourthe Company’s Chief Executive Officer as well as Chief Executive Officer of each of the Company’s subsidiaries, Edesa Biotech Research and Edesa Biotech USA, Inc. and a director of Edesa Biotech Research. Dr. Nijhawan’s employment will continue for an indefinite term until Dr. Nijhawan’s employment is terminated in accordance with the agreement. As compensation for his servicesNijhawan Employment Agreement.

Pursuant to us,the Nijhawan Employment Agreement, Dr. Nijhawan will receiveis entitled to a base salary of $300,000$357,700 per year effective May 13, 2023 and beis eligible to receive a target annual bonus of 40% of his base salary, subject to achievingthe achievement of corporate and personal targets to beas determined by us. Thethe Company and the Board. Dr. Nijhawan’s base salary increasedis subject to $320,000 per year effective January 1, 2021.annual review by the Board. Dr. Nijhawan willis also receiveentitled to an automobile allowance of $2,700$2,701.50 per month and beis eligible to participate in ourthe Company’s group insured benefits program, as may be in effect from time-to-time for our employees generally, and executive employees specifically. Dr. Nijhawan is also eligible for future share and/or option grants,equity-based awards pursuant to the Company’s Equity Incentive Compensation Plan, as determined by ourthe Board or Compensation Committee, commensurate with Dr. Nijhawan’s position and any business milestones whichthat may be established by the Compensation Committee and subject to availability of shares and/or options for grant under our Equity Incentive Compensation Plan.Company.

If Dr. Nijhawan’s employment with us is terminated for “Cause” (as such term is defined in the employment agreement)Nijhawan Employment Agreement), subject to applicable law, our only obligation shall be to provide Dr. Nijhawan withis entitled to his base salary and vacation pay earned through the date of termination, and all of Dr. Nijhawan’s vested or non-vested stock options which have not been exercised by Dr. Nijhawan as of the date of terminationequity-based awards will be automatically extinguished. All vested equity-based awards shall be subject to the terms of the Company’s Equity Incentive Compensation Plan.

If Dr. Nijhawan is terminated by us without “Cause”, our only obligation shall besubject to provide Dr. Nijhawan withsigning a general release of claims, Dr. Nijhawan is entitled to: (i) a lump sum payment equal to Dr. Nijhawan’s then current base salary for twenty-four12 months plus one additional month for every completed year of service since August 1, 2017 (the “Severance Period”),Nijhawan Severance Period) which shall not exceed 24 months, inclusive of, and not in addition to, his notice and severance entitlements, if any, pursuant to applicable law, (ii) a lump sum payment of the annual bonus to which Dr. Nijhawan is entitled for the fiscalcalendar year immediately preceding the date of termination, if such bonus has not already been paid, (iii) a lump sum payment equal to Dr. Nijhawan’s annual bonus entitlement, prorated over Dr. Nijhawan’s length of service in the fiscalcalendar year in which his employment is terminated, calculated in accordance with the terms of the employment agreement,Nijhawan Employment Agreement, (iv) payment of Dr. Nijhawan’s annual bonus entitlement during the full Nijhawan Severance Period, calculated in accordance with the terms of the employment agreement,Nijhawan Employment Agreement, (v) continuation of Dr. Nijhawan’s benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the employment agreementNijhawan Employment Agreement, and (vi) subject to applicable law, all stock optionsvested equity-based awards granted to Dr. Nijhawan shall be exercisable in accordance with the terms of the applicable stock option plan. Equity Incentive Compensation Plan.

In the event that Dr. Nijhawan is terminated or constructively terminated, which includes a material change in Dr. Nijhawan’s title, responsibilities, authority or status or a material reduction of his compensation, without “Cause” upon or within a 12-month period following a “Change of Control” (as such term is defined in the Nijhawan Employment Agreement), Dr. Nijhawan is entitled to (i) a change of control payment equal to 24 months of the value of Dr. Nijhawan’s then current base salary as of the date of termination, (ii) a lump sum payment of the annual bonus to which Dr. Nijhawan is entitled for the calendar year immediately preceding the date of termination, if such bonus has not already been paid, (iii) a lump sum payment equal to Dr. Nijhawan’s annual bonus entitlement, prorated over Dr. Nijhawan’s length of service in the calendar year in which his employment is terminated, calculated in accordance with the terms of the Nijhawan Employment Agreement, (iv) payment of Dr. Nijhawan’s annual bonus entitlement during the full Nijhawan Severance Period, calculated in accordance with the terms of the Nijhawan Employment Agreement, (v) continuation of Dr. Nijhawan’s benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Nijhawan Employment Agreement, and (vi) subject to applicable law, all vested equity-based awards granted to Dr. Nijhawan shall be exercisable in accordance with the terms of the applicable Equity Incentive Compensation Plan.

Dr. Nijhawan may resign from his employment at any time by providing usthe Company with a minimum of sixty60 days advance notice, in writing. Dr. Nijhawan’s notice may be waived by us,the Company, subject only to providing Dr. Nijhawan with payment of his base salary and continuation of benefits until the end of the notice period. If Dr. Nijhawan resigns from his employment, subject to applicable law, (i) all non-vested stock options and all vested stock optionsequity based awards held by Dr. Nijhawan which have not been exercised by Dr. Nijhawan as of the date of termination shall be automatically extinguished and (ii) Dr. Nijhawan shall not be entitled to any bonus or pro rata bonus payment not already awarded on or before the date of termination. All vested equity-based awards shall be subject to the terms of the applicable Equity Incentive Compensation Plan.

During the term of Dr. Nijhawan’s employment and for 12 months following the cessation of Dr. Nijhawan’s employment, Dr. Nijhawan is prohibited from competing with the business of the Company in North America. In addition, for 24 months following the cessation of Dr. Nijhawan’s employment, Dr. Nijhawan is prohibited from soliciting customers or prospective customers for any purpose competitive with the business of the Company, encouraging any customer to cease doing business with the Company and soliciting the employment or engagement of certain of Company’s employees.

Prior Employment Agreement with Pardeep Nijhawan effective as of June 7, 2019 and amended March 19, 2021 and April 12, 2022

Prior to the Nijhawan Employment Agreement, on June 14, 2019 but effective as of June 7, 2019, we entered into an employment agreement with Pardeep Nijhawan (as amended, the Nijhawan Prior Employment Agreement). Pursuant to the Nijhawan Prior Employment Agreement, Dr. Nijhawan agreed to serve as our Chief Executive Officer for an indefinite term until Dr. Nijhawan’s employment was terminated in accordance with the agreement. As compensation for his services to us, Dr. Nijhawan received a base salary of $320,000 per year effective for the period January 1, 2021 to March 23, 2022 and a base salary of $331,200 per year effective for the period March 24, 2022 to May 12, 2023 and was eligible to receive a target annual bonus of 40% of his base salary, subject to achieving corporate and personal targets to be determined by us. Dr. Nijhawan also received an automobile allowance of approximately $2,700 per month and was eligible to participate in our group insured benefits program, as may be in effect from time-to-time for our employees generally, and executive employees specifically. Dr. Nijhawan was eligible for future share and/or option grants, as may have been determined by our Compensation Committee, commensurate with Dr. Nijhawan’s position and any business milestones which may have been established by the Compensation Committee and subject to availability of shares and/or options for grant under our Equity Incentive Compensation Plan.

Under the Nijhawan Prior Employment Agreement, if Dr. Nijhawan’s employment with us was terminated for “Cause” (as such term is defined in the Nijhawan Prior Employment Agreement), subject to applicable law, our only obligation would have been to provide Dr. Nijhawan with his base salary and vacation pay earned through the date of termination and all of Dr. Nijhawan’s vested or non-vested share options which had not been exercised by Dr. Nijhawan as of the date of termination would have been automatically extinguished. If Dr. Nijhawan was terminated by us without “Cause”, our obligation would have been to provide Dr. Nijhawan with (i) a lump sum payment equal to Dr. Nijhawan’s then current base salary for twenty-four months (the Nijhawan Prior Severance Period), (ii) a lump sum payment of the annual bonus to which Dr. Nijhawan would have been entitled for the fiscal year immediately preceding the date of termination, if such bonus had not already been paid, (iii) a lump sum payment equal to Dr. Nijhawan’s annual bonus entitlement, prorated over Dr. Nijhawan’s length of service in the fiscal year in which his employment was terminated, calculated in accordance with the terms of the Nijhawan Prior Employment Agreement, (iv) payment of Dr. Nijhawan’s annual bonus entitlement during the full Nijhawan Prior Severance Period, calculated in accordance with the terms of the Nijhawan Prior Employment Agreement, (v) continuation of Dr. Nijhawan’s benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Nijhawan Prior Employment Agreement and (vi) subject to applicable law, all share options granted to Dr. Nijhawan would have been exercisable in accordance with the terms of the applicable share option plan. Dr. Nijhawan could have resigned from his employment at any time by providing us with a minimum of sixty days advance notice, in writing. Dr. Nijhawan’s notice could have been waived by us, subject only to providing Dr. Nijhawan with payment of his base salary and continuation of benefits until the end of the notice period. If Dr. Nijhawan had resigned from his employment, subject to applicable law, (i) all non-vested share options and all vested share options held by Dr. Nijhawan which had not been exercised by Dr. Nijhawan as of the date of termination would have been automatically extinguished and (ii) Dr. Nijhawan would not have been entitled to any bonus or pro rata bonus payment not already paid on or before the date of termination.

During the term of Dr. Nijhawan’s employment with us and for twelve months following the cessation of Dr. Nijhawan’s employment with us, Dr. Nijhawan iswas prohibited from competing with our business in North America. In addition, for twenty-four months following the cessation of Dr. Nijhawan’s employment with us, Dr. Nijhawan was prohibited from soliciting customers or prospective customers for any purpose competitive with our business, encouraging any customer to cease doing business with us and soliciting the employment or engagement of certain of our employees.

Employment Agreement with Stephen Lemieux effective as of July 15, 2023

On June 26, 2023 but effective as of July 15, 2023, we entered into an employment agreement with Stephen Lemieux (the Lemieux Employment Agreement). Pursuant to the Lemieux Employment Agreement, Mr. Lemieux will serve as our Chief Financial Officer for an indefinite term until Mr. Lemieux’s employment is terminated in accordance with the agreement. As compensation for his services to us, Mr. Lemieux will receive a base salary of $330,000 per year and is eligible to receive a target annual bonus of 40% of his base salary, subject to achieving corporate and personal targets to be determined by us. Mr. Lemieux also receives an automobile allowance of $2,000 per month and is eligible to participate in our group insured benefits program, as may be in effect from time-to-time for our employees generally, and executive employees specifically. Mr. Lemieux is eligible for future equity-based awards, as determined by our Compensation Committee, commensurate with Mr. Lemieux’s position and any business milestones which may be established by the Compensation Committee and subject to availability of shares and/or options for grant under our Equity Incentive Compensation Plan.

If Mr. Lemieux’s employment with the Company is terminated for “Cause” (as such term is defined in the Lemieux Employment Agreement), subject to applicable law, the Company’s only obligation shall be to provide Mr. Lemieux with his base salary and vacation pay earned through the date of termination and all of Mr. Lemieux’s non-vested equity-based awards as of the date of termination will be automatically extinguished. All vested equity-based awards will be subject to the terms of the applicable equity incentive compensation plan. If Mr. Lemieux is terminated by the Company without “Cause”, subject to Mr. Lemieux executing a general release of claims in a form reasonably required by the Company, the Company’s obligation shall be to provide Mr. Lemieux with (i) a lump sum payment equal to Mr. Lemieux’s then current base salary for twelve months plus one additional month for every completed year of service since July 15, 2023, not to exceed an aggregate of twenty- four months (the Lemieux Severance Period), (ii) a lump sum payment of the annual bonus to which Mr. Lemieux is entitled for the calendar year immediately preceding the date of termination, if such bonus has not already been paid, (iii) a lump sum payment equal to Mr. Lemieux’s annual bonus entitlement, prorated over Mr. Lemieux’s length of service in the calendar year in which his employment is terminated, calculated in accordance with the terms of the Lemieux Employment Agreement, (iv) payment of Mr. Lemieux’s annual bonus entitlement during the full Lemieux Severance Period, calculated in accordance with the terms of the Lemieux Employment Agreement, (v) continuation of Mr. Lemieux’s benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Lemieux Employment Agreement and (vi) subject to applicable law, any and all vested equity-based awards shall be exercisable in accordance with the terms of the applicable equity incentive compensation plan. If Mr. Lemieux’s employment is terminated or “constructively terminated” (as such term is defined in the Lemieux Employment Agreement) by the Company without “Cause” upon or within a twelve month period following a Change of Control (as such term is defined in the Lemieux Employment Agreement), Mr. Lemieux shall be entitled to the payments and benefits provided as described in clauses (ii) to (v) above, plus a change of control payment equal to twenty-four months of his then current base salary. Mr. Lemieux may resign from his employment at any time by providing the Company with a minimum of sixty days advance notice, in writing. Mr. Lemieux’s notice may be waived by the Company, subject only to providing Mr. Lemieux with payment of his base salary and continuation of benefits until the end of the notice period. If Mr. Lemieux resigns from his employment, subject to applicable law, (i) all non-vested equity-based awards held by Mr. Lemieux as of the date of termination shall be automatically extinguished and all vested equity-based awards will be subject to the terms of the applicable equity incentive compensation plan and (ii) Mr. Lemieux shall not be entitled to any bonus or pro rata bonus payment not already awarded on or before the date of termination.

During the term of Mr. Lemieux’s employment with us and for twelve months following the cessation of Mr. Lemieux’s employment with us, Mr. Lemieux is prohibited from competing with our business in North America. In addition, for twenty-four months following the cessation of Mr. Lemieux’s employment with us, Mr. Lemieux is prohibited from soliciting customers or prospective customers for any purpose competitive with our business, encouraging any customer to cease doing business with us and soliciting the employment or engagement of certain of our employees.

Effective March 24,

Prior Consulting Agreement with Stephen Lemieux effective December 22, 2022, our Board approvedterminated July 15, 2023

Prior to the Lemieux Employment Agreement, on December 21, 2022, the Company entered into a 3.5% increase in base salaryconsulting agreement with Stephen Lemieux to $331,200 for Dr. Nijhawan.provide, as an independent contractor, advice and services related to finance, accounting, financial reporting, financial planning and analysis and similar services as requested by the Company from time to time at a rate of C$135 per hour. The agreement contained customary confidentiality, nondisclosure and proprietary information provisions. The consulting agreement was terminated upon Mr. Lemieux’s appointment as Chief Financial Officer.

Amended and Restated Employment Agreement with Michael Brooks effective as of June 7, 2019 and amended March 19, 2021August 4, 2023

On June 14, 2019 but effective as of June 7, 2019, weAugust 4, 2023, the Company entered into an amended and restated employment agreement with Michael Brooks, PhD. the Company’s President, that superseded prior employment agreements (the Brooks Employment Agreement).

Pursuant to the employment agreement,Brooks Employment Agreement, Dr. Brooks serves as the Company’s President as well as President and a director of the Company’s subsidiary, Edesa Biotech Research. Dr. Brooks’ employment will serve as our Presidentcontinue for an indefinite term until Dr. Brooks’ employment is terminated in accordance with the agreement. As compensation for his servicesBrooks Employment Agreement.

Pursuant to us,the Brooks Employment Agreement, Dr. Brooks will receiveis entitled to a base salary of $275,000$335,340 per year effective May 13, 2023 and beis eligible to receive a target annual bonus of 40% of his base salary, subject to achievingthe achievement of corporate and personal targets to beas determined by us. Thethe Company and the Board. Dr. Brooks’ base salary increasedis subject to $300,000 per year effective January 1, 2021.annual review by the Board. Dr. Brooks willis also receiveentitled to an automobile allowance of $2,000 per month and beis eligible to participate in ourthe Company’s group insured benefits program, as may be in effect from time-to-time for our employees generally, and executive employees specifically. Dr. Brooks is also eligible for future share and/or option grants,equity-based awards pursuant to the Company’s Equity Incentive Compensation Plan, as determined by ourthe Board or Compensation Committee, commensurate with Dr. Brooks’ position and any business milestones whichthat may be established by the Compensation Committee and subject to availability of shares and/or options for grant under our Equity Incentive Compensation Plan.Company.

If Dr. Brooks’ employment with us is terminated for “Cause” (as such term is defined in the employment agreement)Brooks Employment Agreement), subject to applicable law, our only obligation shall be to provide Dr. Brooks withis entitled to his base salary and vacation pay earned through the date of termination, and all of Dr. Brooks’ vested or non-vested stock options which have not been exercised by Dr. Brooks as of the date of terminationequity-based awards will be automatically extinguished. All vested equity-based awards shall be subject to the terms of the Company’s Equity Incentive Compensation Plan.

If Dr. Brooks is terminated by us without “Cause”, our only obligation shall besubject to provide Dr. Brooks withsigning a general release of claims, Dr. Brooks is entitled to: (i) a lump sum payment equal to Dr. Brooks’ then current base salary for twelve12 months plus one additional month for every completed year of service since September 1, 2015 (the Brooks Severance Period) which shall not exceed 24 months, inclusive of, and not in addition to, exceed an aggregate of twenty-four months (the “Severance Period”),his notice and severance entitlements, if any, pursuant to applicable law, (ii) a lump sum payment of the annual bonus to which Dr. Brooks is entitled for the fiscalcalendar year immediately preceding the date of termination, if such bonus has not already been paid, (iii) a lump sum payment equal to Dr. Brooks’ annual bonus entitlement, prorated over Dr. Brooks’ length of service in the fiscalcalendar year in which his employment is terminated, calculated in accordance with the terms of the employment agreement,Brooks Employment Agreement, (iv) payment of Dr. Brooks’ annual bonus entitlement during the full Brooks Severance Period, calculated in accordance with the terms of the employment agreement,Brooks Employment Agreement, (v) continuation of Dr. Brooks’ benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the employment agreementBrooks Employment Agreement, and (vi) subject to applicable law, all stock optionsvested equity-based awards granted to Dr. Brooks shall be exercisable in accordance with the terms of the applicable stock option plan. IfEquity Incentive Compensation Plan.

In the event that Dr. Brooks’ employmentBrooks is terminated or “constructively terminated”constructively terminated, which includes a material change in Dr. Brooks’ title, responsibilities, authority or status or a material reduction of the Employee’s compensation, without cause upon or within a 12-month period following a “Change of Control” (as such term is defined in the employment agreement) by us without “Cause” upon or within a twelve month period following a Change of Control (as such term is defined in the employment agreement)Brooks Employment Agreement), Dr. Brooks shall beis entitled to the payments and benefits provided as described in clauses (ii) to (vi) above, plus(i) a change of control payment equal to twenty-four24 months of the hisvalue of Dr. Brooks’ then current base salary. salary as of the date of termination, (ii) a lump sum payment of the annual bonus to which Dr. Brooks is entitled for the calendar year immediately preceding the date of termination, if such bonus has not already been paid, (iii) a lump sum payment equal to Dr. Brooks’ annual bonus entitlement, prorated over Dr. Brooks’ length of service in the calendar year in which his employment is terminated, calculated in accordance with the terms of the Brooks Employment Agreement, (iv) payment of Dr. Brooks’ annual bonus entitlement during the full Brooks Severance Period, calculated in accordance with the terms of the Brooks Employment Agreement, (v) continuation of Dr. Brooks’ benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Brooks Employment Agreement, and (vi) subject to applicable law, all vested equity-based awards granted to Dr. Brooks shall be exercisable in accordance with the terms of the applicable Equity Incentive Compensation Plan.

Dr. Brooks may resign from his employment at any time by providing usthe Company with a minimum of sixty60 days advance notice, in writing. Dr. Brooks’ notice may be waived by us,the Company, subject only to providing Dr. Brooks with payment of his base salary and continuation of benefits until the end of the notice period. If Dr. Brooks resigns from his employment, subject to applicable law, (i) all non-vested stock options and all vested stock optionsequity based awards held by Dr. Brooks which have not been exercised by Dr. Brooks as of the date of termination shall be automatically extinguished and (ii) Dr. Brooks shall not be entitled to any bonus or pro rata bonus payment not already awarded on or before the date of termination. All vested equity-based awards shall be subject to the terms of the applicable Equity Incentive Compensation Plan.

During the term of Dr. Brooks’ employment and for 12 months following the cessation of Dr. Brooks’ employment, Dr. Brooks is prohibited from competing with the business of the Company in North America. In addition, for 24 months following the cessation of Dr. Brooks’ employment, Dr. Brooks is prohibited from soliciting customers or prospective customers for any purpose competitive with the business of the Company, encouraging any customer to cease doing business with the Company and soliciting the employment or engagement of certain of Company’s employees.

Prior Employment Agreement with Michael Brooks effective as of June 7, 2019 and amended March 19, 2021 and April 12, 2022

Prior to the Brooks Employment Agreement, on June 14, 2019 but effective as of June 7, 2019, we entered into an employment agreement with Michael Brooks, PhD (as amended, the Brooks Prior Employment Agreement). Pursuant to the Brooks Prior Employment Agreement, Dr. Brooks agreed to serve as our President for an indefinite term until Dr. Brooks’ employment was terminated in accordance with the agreement. As compensation for his services to us, Dr. Brooks received a base salary of $300,000 per year effective for the period January 1, 2021 to March 23, 2022 and a base salary of $310,500 per year effective for the period March 24, 2022 to May 12, 2023 and was eligible to receive a target annual bonus of 40% of his base salary, subject to achieving corporate and personal targets to be determined by us. Dr. Brooks also received an automobile allowance of $2,000 per month and was eligible to participate in our group insured benefits program, as may be in effect from time-to-time for our employees generally, and executive employees specifically. Dr. Brooks was eligible for future share and/or option grants, as may have been determined by our Compensation Committee, commensurate with Dr. Brooks’ position and any business milestones which may have been established by the Compensation Committee and subject to availability of shares and/or options for grant under our Equity Incentive Compensation Plan.

If Dr. Brooks’ employment with us was terminated for “Cause” (as such term is defined in the Brooks Prior Employment Agreement), subject to applicable law, our only obligation would have been to provide Dr. Brooks with his base salary and vacation pay earned through the date of termination and all of Dr. Brooks’ vested or non-vested share options which had not been exercised by Dr. Brooks as of the date of termination would have been automatically extinguished. If Dr. Brooks was terminated by us without “Cause”, our obligation would have been to provide Dr. Brooks with (i) a lump sum payment equal to Dr. Brooks’ then current base salary for months plus one additional month for every completed year of service since September 2015, not to exceed an aggregate of twenty-four months (the Brooks Prior Severance Period), (ii) a lump sum payment of the annual bonus to which Dr. Brooks was entitled for the fiscal year immediately preceding the date of termination, if such bonus had not already been paid, (iii) a lump sum payment equal to Dr. Brooks’ annual bonus entitlement, prorated over Dr. Brooks’ length of service in the fiscal year in which his employment was terminated, calculated in accordance with the terms of the Brooks Prior Employment Agreement, (iv) payment of Dr. Brooks’ annual bonus entitlement during the full Brooks Prior Severance Period, calculated in accordance with the terms of the Brooks Prior Employment Agreement, (v) continuation of Dr. Brooks’ benefits and car allowance and any other benefit required to be maintained by law in accordance with the terms of the Brooks Prior Employment Agreement and (vi) subject to applicable law, all share options granted to Dr. Brooks would have been exercisable in accordance with the terms of the applicable share option plan. If Dr. Brooks’ employment was terminated or “constructively terminated” (as such term is defined in the Brooks Prior Employment Agreement) by us without “Cause” upon or within a twelve month period following a Change of Control (as such term is defined in the Brooks Prior Employment Agreement), Dr. Brooks would have been entitled to the payments and benefits provided as described in clauses (ii) to (v) above, plus a change of control payment equal to twenty-four months of the his then current base salary. Dr. Brooks could have resigned from his employment at any time by providing us with a minimum of sixty days advance notice, in writing. Dr. Brooks’ notice could have been waived by us, subject only to providing Dr. Brooks with payment of his base salary and continuation of benefits until the end of the notice period. If Dr. Brooks had resigned from his employment, subject to applicable law, (i) all non-vested share options and all vested share options held by Dr. Brooks which had not been exercised by Dr. Brooks as of the date of termination would have been automatically extinguished and (ii) Dr. Brooks would not have been entitled to any bonus or pro rata bonus payment not already paid on or before the date of termination.

During the term of Dr. Brooks’ employment with us and for twelve months following the cessation of Dr. Brooks’Brooks' employment with us, Dr. Brooks iswas prohibited from competing with our business in North America. In addition, for twenty-four months following the cessation of Dr. Brooks’Brooks' employment with us, Dr. Brooks iswas prohibited from soliciting customers or prospective customers for any purpose competitive with our business, encouraging any customer to cease doing business with us and soliciting the employment or engagement of certain of our employees.

Effective March 24, 2022, our Board approved a 3.5% increase in base salary to $310,500 for Dr. Brooks.

Employment Agreement with Kathi Niffenegger effective as of June 7, 2019

On June 7, 2019, we entered into an employment agreement with Ms. Niffenegger which has subsequently been superseded by the employment agreement with Ms. Niffenegger described below. Pursuant to the employment agreement, Ms. Niffenegger served as our Chief Financial Officer with a base salary of $215,000 per year, a discretionary bonus in an amount up to 25% of her base salary based on her performance and the company’s performance, a one-time hiring and retention bonus of $53,750 and such other employee benefits as are generally provided to similarly situated employees of the company.

Prior Employment Agreement with Kathi Niffenegger effective as of December 1, 2020 and amended March 19, 2021 and April 12, 2022, which terminated July 15, 2023

OnPrior to the Non-Executive Employment Agreement (as defined below), on December 1, 2020, we entered into an employment agreement with Ms. Niffenegger.Niffenegger (as amended, the Niffenegger Employment Agreement) that superseded prior employment agreements. Pursuant to the employment agreement,Niffenegger Employment Agreement, Ms. Niffenegger willhad agreed to continue to serve as our Chief Financial Officer. Both Ms. Niffenegger and we havehad the right to terminate the employment relationship at any time, with or without cause. As compensation for her services to us, Ms. Niffenegger will receivereceived a base salary of $275,000$290,000 per year retroactiveeffective for the period January 1, 2021 to June 1, 2020,March 23, 2022 and a base salary of $300,150 per year effective for the period March 24, 2022 to July 15, 2023 when Ms. Niffenegger ended her tenure as Chief Financial Officer. She was eligible to receive a discretionary bonus in an amount up to 40% of her base salary based on her performance and the company’sCompany’s performance and such other employee benefits as are generally provided to similarly situated employees of the company. The base salary increased to $290,000 per year effective January 1, 2021.Company. Ms. Niffenegger may bewas eligible for future share and/or option grants in accordance with our executive compensation policy as in effect from time to time as determined by the independent members of our Board of Directors subject to availability of shares and/or options for grant under our Equity Incentive Compensation Plan.

If Ms. Niffenegger’s employment with us iswas terminated for “Cause” (as defined in the employment agreement)Niffenegger Employment Agreement) or if Ms. Niffenegger resignsresigned from her employment at any time, our only obligation iswould have been to provide Ms. Niffenegger with: (i) her accrued salary and accrued unused vacation pay through and including her last day of employment (the “Separation Date”)Separation Date); (ii) reimbursement of any reimbursable expenses properly incurred through and including the Separation Date; and (iii) any benefit required under applicable law. If Ms. Niffenegger iswas terminated by us without “Cause”, our only obligations arewould have been (a) to provide Ms. Niffenegger with the same payments and benefits as would be provided if we had terminated her employment for Cause; and (b) subject to Ms. Niffenegger’s execution of a release in our favor, Ms. Niffenegger willwould have also bebeen paid, as severance (the “Severance Amount”)Prior Severance Payment), (i) a lump sum payment equal to twelve months of Ms. Niffenegger’s then current base salary, plus one additional month of base salary for every completed year of service since June 7, 2019, not to exceed an aggregate of twenty-four months, (ii) a lump sum payment of any discretionary bonus for the prior calendar year already determined by our Board, of Directors, butif such bonus had not yet been paid; and (iii) a lump sum payment equal to Ms. Niffenegger’s potential discretionary bonus for the calendar year in which the Separation Date occurs,occurred, prorated over Ms. Niffenegger’s length of service in the calendar year in which her employment iswas terminated, calculated in accordance with the terms of the employment agreement.Niffenegger Employment Agreement. If Ms. Niffenegger’s employment iswas terminated or “constructively terminated” (as such term is defined in the employment agreement)Niffenegger Employment Agreement) by us without “Cause” upon or within a twelve month period following a Change of Control (as such term is defined in the employment agreement)Niffenegger Employment Agreement), Ms. Niffenegger shall bewould have been entitled to the Prior Severance AmountPayment described above, except that the portion of the Prior Severance Payment established by (b)(i) shallwould be equal to twenty four months of Ms. Niffenegger’s base salary.

The Niffenegger Employment Agreement provided that during the term of Ms. Niffenegger’s employment with us and for a period of one year thereafter, Ms. Niffenegger was prohibited from soliciting for employment certain of our employees. The Agreement also provided that both during and after Ms. Niffenegger’s employment with us, she was prohibited from (i) making use of our trade secrets to solicit on behalf of Ms. Niffenegger or any other person business from any of our customers and (ii) inducing or attempting to induce any person to sever any existing contractual relationship they have with us.

Non-executive Employment Agreement with Kathi Niffenegger effective as of July 15, 2023 and amended February 10, 2024

On July 16, 2023 following Ms. Niffenegger’s tenure as Chief Financial Officer, Edesa Biotech USA, Inc. entered into a non-executive employment agreement with Ms. Niffenegger (the Non-Executive Employment Agreement) that superseded the Niffenegger Employment Agreement described above. Pursuant to the Non-Executive Employment Agreement, both Ms. Niffenegger and we have the right to terminate the employment relationship at any time, with or without cause. As compensation for her services to us, Ms. Niffenegger received a base salary of $100,000 per year effective July 16, 2023 and a one-time retention bonus of $10,000. Effective February 10, 2024, her base salary was changed to $48,000 per year for a reduced work schedule. She is eligible to receive a discretionary bonus in an amount up to 40% of her prorated base salary under the current and prior employment agreements based on her performance and the Company’s performance and such other employee benefits as are generally provided to similarly situated employees of the Company. Ms. Niffenegger is eligible for future share and/or option grants commensurate with her current position in accordance with our non-executive compensation policy as in effect from time to time as determined by the independent members of our Board subject to availability of shares and/or options for grant under our Equity Incentive Compensation Plan.

The Non-Executive Employment Agreement provides that during the term of Ms. Niffenegger’s employment with us and for a period of one year thereafter, Ms. Niffenegger is prohibited from soliciting for employment certain of our employees. The Non-Executive Employment Agreement also provides that both during and after Ms. Niffenegger’s employment with us, she is prohibited from (i) making use of our trade secrets to solicit on behalf of Ms. Niffenegger or any other person business from any of our customers and (ii) inducing or attempting to induce any person to sever any existing contractual relationship they have with us.

Effective March 24, 2022, our Board approved a 3.5% increase in base salary to $300,150Policy for Ms. Niffenegger.Recovery of Erroneously Awarded Compensation

In 2023, we adopted the Policy for Recovery of Erroneously Awarded Compensation (the “Recovery Policy”), in accordance with the requirements of the Nasdaq listing standards and the rules of the SEC implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Recovery Policy requires the Compensation Committee to recoup certain cash and equity incentive compensation paid to or deferred by executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws.  

OutstandingOutstanding Equity Awards at September 30, 20212023

The following table summarizes the equity awards made to our named executive officers that were outstanding at September 30, 2021.

Outstanding Equity Awards Narrative DisclosurePAY VERSUS PERFORMANCE

Pay Versus Performance Table

We are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.