Fennec Pharmaceuticals grants 50,000 inducement options

Fennec Pharmaceuticals Inc. disclosed that its board’s Compensation Committee approved inducement stock option grants for three new non-executive employees.

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Form Type

8-K

Rhea-AI Filing Summary

Fennec Pharmaceuticals Inc. disclosed that its board’s Compensation Committee approved inducement stock option grants for three new non-executive employees. The awards cover an aggregate of 50,000 common shares under the 2026 Equity Inducement Plan as inducement grants pursuant to Nasdaq Listing Rule 5635(c)(4).

The stock options have an exercise price of $9.75 per share, a ten-year term, and vest over three years, with one-third vesting on the first anniversary of the May 18, 2026 grant date and the remainder vesting monthly over the following 24 months, subject to continued employment. A press release with further details was furnished as an exhibit.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Inducement stock options granted: 50,000 shares Incentive stock options portion: 49,141 shares Nonqualified stock options portion: 859 shares +3 more

6 metrics

Inducement stock options granted 50,000 shares Aggregate options to three new employees under 2026 Equity Inducement Plan

Incentive stock options portion 49,141 shares Incentive stock options within the 50,000-share inducement grant

Nonqualified stock options portion 859 shares Nonqualified stock options within the 50,000-share inducement grant

Exercise price $9.75 per share Exercise price equal to Nasdaq Capital Market closing price on March 15, 2026

Option term 10 years Term of the inducement stock options from the May 18, 2026 grant date

Vesting schedule 3 years One-third after one year, remainder monthly over the next 24 months

Key Terms

Nasdaq Listing Rule 5635(c)(4), 2026 Equity Inducement Plan, incentive stock options, nonqualified stock options, +2 more

6 terms

Nasdaq Listing Rule 5635(c)(4) regulatory

"as inducement awards pursuant to Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

2026 Equity Inducement Plan financial

"under the Company’s 2026 Equity Inducement Plan, with a grant date of May 18, 2026"

incentive stock options financial

"The Stock Options consist of incentive stock options to purchase an aggregate of 49,141 shares"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

nonqualified stock options financial

"and nonqualified stock options to purchase an aggregate of 859 shares"

A nonqualified stock option is a company-issued right that lets an employee or contractor buy shares later at a preset price, like a coupon to purchase stock regardless of the market price. It matters to investors because when the option is used the recipient owes ordinary-income tax on the difference between market and preset price, which affects the holder’s financial decisions and can change the company’s share count and reported expenses.

Orphan Drug Exclusivity regulatory

"PEDMARK® has received Orphan Drug Exclusivity in the U.S."

A regulatory right that gives a drugmaker sole approval to market a medicine for a specific rare disease for a set number of years, during which the regulator will not approve the same medicine from competitors for that same use. For investors, this is like a temporary exclusive sales permit that can protect revenue and justify higher valuation because it reduces near‑term competition and helps the company recover development costs and capture market share.

Pediatric Use Marketing Authorization regulatory

"PEDMARQSI® has received Pediatric Use Marketing Authorization in Europe"

A pediatric use marketing authorization is a regulatory approval that allows a drug or medical product to be sold and labeled specifically for use in children after authorities review pediatric safety, dosing and effectiveness data. It matters to investors because it opens a separate market segment, can change sales forecasts and regulatory risk, and may affect exclusivity or competition much like obtaining a new license to serve an additional group of customers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Fennec Pharmaceuticals (FENC) announce in this 8-K filing?

Fennec Pharmaceuticals reported board-approved inducement stock option grants for three new non-executive employees, covering 50,000 common shares. These options were issued under the 2026 Equity Inducement Plan as inducement awards pursuant to Nasdaq Listing Rule 5635(c)(4).

How many stock options did Fennec Pharmaceuticals (FENC) grant and to whom?

The company granted stock options to purchase an aggregate of 50,000 common shares to three new non-executive employees. These awards are intended as inducements for joining Fennec and are issued under its 2026 Equity Inducement Plan in line with Nasdaq Listing Rule 5635(c)(4).

What are the key terms of Fennec Pharmaceuticals’ new inducement stock options?

The inducement stock options have an exercise price of $9.75 per share, a ten-year term, and three-year vesting. One-third vests on the first anniversary of the May 18, 2026 grant date, with the remaining shares vesting monthly over the next 24 months, conditioned on continued employment.

How are the Fennec Pharmaceuticals (FENC) inducement options split between ISO and nonqualified options?

The awards consist of incentive stock options for 49,141 shares and nonqualified stock options for 859 shares. Both types are granted under the 2026 Equity Inducement Plan and share the same $9.75 exercise price, ten-year term, and three-year vesting schedule tied to ongoing employment.

Under which Nasdaq rule were Fennec Pharmaceuticals’ inducement grants made?

The inducement stock options were granted pursuant to Nasdaq Listing Rule 5635(c)(4). This rule allows equity awards to be used as a material inducement for individuals who were not previously employees, encouraging them to enter into employment with the company.

What exhibit accompanied Fennec Pharmaceuticals’ inducement grant disclosure?

A press release dated May 18, 2026 was furnished as Exhibit 99.1. The exhibit provides additional detail on the 50,000-share inducement stock option grants and confirms the terms, including the exercise price, vesting schedule, and use of the 2026 Equity Inducement Plan.

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Accepted by SEC EDGAR 05/18/2026 - 05:12 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2026

FENNEC PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

001-32295

(Commission File Number)

British Columbia, Canada

20-0442384

(State or other jurisdiction of

incorporation)

(I.R.S. Employer Identification No.)

PO Box 13628, 68 TW Alexander Drive,

Research Triangle Park, NC

27709

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (919) 636-4530

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12 of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common shares, no par value	FENC	Nasdaq Capital Market

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

Emerging growth company ☐

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

Item 5.02.

Compensatory Arrangements of Certain Officers

On May 11, 2026, the Compensation Committee of the Board of Directors of Fennec Pharmaceuticals Inc. approved grants of stock options to purchase an aggregate of 50,000 common shares to three new employees under the Company’s 2026 Equity Inducement Plan, with a grant date of May 18, 2026, as inducement awards pursuant to Nasdaq Listing Rule 5635(c)(4).

The options have an exercise price of $9.75 per share, a ten-year term and vest over three years, with one-third vesting on the first anniversary of the grant date and the balance vesting monthly over the following 24 months, subject to continued employment.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 8.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.


Item 9.01	Financial Statements and Exhibits.


	(d)	Exhibits.


Exhibit No.	Description

Exhibit 99.1	Press Release dated May 18, 2026
Exhibit 104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

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


		FENNEC PHARMACEUTICALS INC.


Date May 18, 2026	By:	/s/ Robert Andrade
		Robert Andrade Chief Financial Officer

Exhibit 99.1

FENNEC PHARMACEUTICALS ANNOUNCES INDUCEMENT GRANTS UNDER NASDAQ LISTING RULE 5635(c)(4)

Research Triangle Park, NC, May 18, 2026 – Fennec Pharmaceuticals Inc. (NASDAQ:FENC) (TSX:FRX) (“Fennec” or the “Company”), a specialty pharmaceutical company, today announced that on May 11, 2026, the Compensation Committee of the Company’s Board of Directors approved the grant of stock option awards (“Stock Options”) to purchase an aggregate of 50,000 of the Company’s common shares to three new non-executive employees of the Company with a grant date of May 18, 2026 under the Company’s 2026 Equity Inducement Plan (the “Inducement Plan”). The Stock Options consist of incentive stock options to purchase an aggregate of 49,141 shares and nonqualified stock options to purchase an aggregate of 859 shares. The Stock Options were granted as inducements material to the employees entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

The Inducement Plan is used exclusively for the grant of equity awards to individuals who were not previously employees of the Company, or following a bona fide period of non-employment, as an inducement material to such individuals’ entering into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4).

The Stock Options have an exercise price of $9.75 per share, which is equal to the closing price of the Company’s common shares on The Nasdaq Capital Market on March 15, 2026, and a term of ten years from the date of grant. One-third of the shares underlying each Stock Option vest on the one-year anniversary of the grant date and continue to vest monthly thereafter over 24 months, subject to each employee’s continued employment with Company as of each such vesting date. The Stock Options are subject to the terms and conditions of the Inducement Plan and the terms and conditions of a Stock Option agreement covering the grant.

About Fennec Pharmaceuticals

Fennec Pharmaceuticals Inc. is a specialty pharmaceutical company committed to the fight against ototoxicity in cancer patients who receive cisplatin-based chemotherapy. Fennec is focused on the commercialization of PEDMARK^® to reduce the risk of platinum-induced ototoxicity in cancer patients. PEDMARK^® received FDA approval in September 2022 and European Commission approval in June 2023 and United Kingdom (U.K.) approval in October 2023 under the brand name PEDMARQSI^®.

In March 2024, Fennec entered into an exclusive licensing agreement under which Norgine Pharmaceuticals Ltd., a leading European specialist pharmaceutical company, will commercialize PEDMARQSI^® in Europe, U.K., Australia and New Zealand. PEDMARQSI^® is now commercially available in the U.K. and Germany.

PEDMARK^® has received Orphan Drug Exclusivity in the U.S. and PEDMARQSI^® has received Pediatric Use Marketing Authorization in Europe which includes eight years plus two years of data and market protection.

For more information, please visit www.fennecpharma.com and follow on LinkedIn.

Forward Looking Statements

Except for historical information described in this press release, all other statements are forward-looking. Words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “may,” “will,” or the negative of those terms, and similar expressions, are intended to identify forward-looking statements. These forward-looking statements include statements about the Company’s business strategy, timeline and other goals, plans and prospects, including the Company’s commercialization plans respecting PEDMARK^®/PEDMARQSI^®, the market opportunity for and market impact of PEDMARK^®/ PEDMARQSI^®, its potential impact on patients and

anticipated benefits associated with its use, future commercial and regulatory milestone and royalty payments from Norgine, and potential access to further funding after the date of this release. Forward-looking statements are subject to certain risks and uncertainties inherent in the Company’s business that could cause actual results to vary, including the risks and uncertainties that regulatory and guideline developments may change, scientific data and/or manufacturing capabilities may not be sufficient to meet regulatory standards or receipt of required regulatory clearances or approvals, clinical results may not be replicated in actual patient settings, unforeseen global instability, including political instability, or instability from an outbreak of pandemic or contagious disease, such as the novel coronavirus (COVID-19), or surrounding the duration and severity of an outbreak, protection offered by the Company’s patents and patent applications may be challenged, invalidated or circumvented by its competitors, the available market for the Company’s products will not be as large as expected, the Company’s products will not be able to penetrate one or more targeted markets, revenues will not be sufficient to fund further development and clinical studies, the Company’s ability to obtain necessary capital when needed on acceptable terms or at all, the Company may not meet its future capital requirements in different countries and municipalities, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission including its Annual Report on Form 10-K for the year ended December 31, 2025. Fennec disclaims any obligation to update these forward-looking statements except as required by law.

For a more detailed discussion of related risk factors, please refer to the Company’s public filings available at www.sec.gov and www.sedar.com.

PEDMARK^®, PEDMARQSI^® and Fennec^® are registered trademarks of Fennec Pharmaceuticals Inc.

For further information, please contact:

Investors:
Robert Andrade
Chief Financial Officer
Fennec Pharmaceuticals Inc.
+1 919-246-5299

Corporate and Media:
Lindsay Rocco

Elixir Health Public Relations
+1 862-596-1304
lrocco@elixirhealthpr.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EX-99.1 13.8 KB