Stellar Biotechnologies, Inc. (“Stellar”) has executed a share exchange agreement with Edesa Biotech Inc. (“Edesa”), and Edesa's shareholders to create a company focused on the development of innovative therapeutics for dermatological and gastrointestinal indications with clear unmet medical needs. Edesa shareholders have agreed to exchange their shares of Edesa for newly-issued common shares of Stellar under the terms of the share exchange agreement. At the closing, Edesa will become a wholly-owned subsidiary of Stellar. Following the closing, current Stellar shareholders are expected to own approximately 10%, and the current shareholders of Edesa are expected to own approximately 90%, of the combined company on a fully-diluted basis, subject to a 2% upward or downward adjustment based upon the amount of Stellar's working capital balance immediately prior to the closing. Following the closing, Stellar will change its name to "Edesa Biotech Inc." Fasken acted as Canadian legal advisors to Edesa.
Fasken advised Edesa Biotech with a team led by Wojtek Baraniak and John Sabetti, and which also included Mitchell Thaw, Russell Lindzon, Justine Reilser.