As filed with the Securities and Exchange Commission
on November 18, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FENNEC PHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in Its
Charter)
| British
Columbia, Canada |
|
20-0442384 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(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)
Fennec Pharmaceuticals Inc. 2020 Equity Incentive
Plan
(Full Title of the Plans)
Jeff Hackman
Chief Executive Officer
PO Box 13628, 68 TW Alexander
Drive
Research Triangle Park, NC 27709
(Name and Address of Agent for Service)
(919) 636-4530
(Telephone Number, including Area Code, of
Agent for Service)
Copies to:
| Garett Sleichter, Esq. |
Randy Taylor, Esq. |
| Rutan & Tucker, LLP |
LaBarge Weinstein LLP |
| 18575 Jamboree Road, 9th Floor |
515 Legget Drive, Suite 800 |
| Irvine, CA 92612 |
Ottawa, ON K2K 3G4 |
| (714) 641-5100 |
(613) 599-9600 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
Accelerated filer |
¨ |
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|
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| Non-accelerated filer |
x |
Smaller reporting company |
x |
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| |
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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 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee
Plan Annual Information.*
*The documents containing
the information specified in this Part I will be sent or given to participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the U.S.
Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents and the documents incorporated by reference in the registrant statement pursuant to Item 3
of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents,
which Fennec Pharmaceuticals Inc. (the “Company”, the “Registrant”, “Fennec”, “we”, “us”
or “our”) has filed with the Commission are incorporated herein by reference:
1. our Annual Report on Form 10-K
for the year ended December 31, 2024 (the “Form 10-K”), filed with the Commission on March 26, 2025;
2. the information specifically
incorporated by reference into our Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the Comission on April 25, 2025;
3. our Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, filed with the Commission on May 14,
2025, August 14,
2025, and November 13, 2025, respectively;
4. our Current Reports
on Form 8-K filed with the Commission on February 7,
2025, March 10,
2025, June 3,
2025, and November 18, 2025 only to the extent filed and not furnished; and
5. the description of our
capital stock contained in our Registration Statement on Form 8-A
filed with the Commission on September 11, 2017, including any amendment or report filed with the Commission for the purpose
of updating such description.
In addition, all documents
that we may file in the future pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold will be deemed to be incorporated by reference in this
Registration Statement. We will deem all of these documents to be a part of this Registration Statement from the respective dates of
filing these documents.
We further regard any statement
contained in a document that is incorporated by reference in this Registration Statement to be modified or superseded if this Registration
Statement, or some other subsequently filed document that is also incorporated by reference in this Registration Statement, modifies
or supersedes the statement. If this occurs, we regard the statement to be incorporated in this Registration Statement by reference only
in the statement’s modified or superseded form.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Business Corporations Act (British Columbia)
Division 5 of Part 5
of the Business Corporations Act (British Columbia) provides that a corporation may (a) indemnify an eligible party against all
eligible penalties to which the eligible party is or may be liable and (b) after the final disposition of an eligible proceeding,
pay the expenses (not including judgments, penalties, fines or amounts paid in settlement of a proceeding) actually and reasonably incurred
by an eligible party in respect of that proceeding.
An “eligible party”
means an individual who (a) is or was a director or officer of the corporation, (b) is or was a director or officer of another
corporation (i) at a time when the other corporation is or was an affiliate of the corporation, or (ii) at the request of the
corporation, or (c) at the request of the corporation, is or was, or holds or held a position equivalent to that of, a director
or officer of a partnership, trust, joint venture or other unincorporated entity.
An “eligible proceeding”
means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party,
by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that
of a director or officer of, the corporation or an associated corporation (a) is or may be joined as a party, or (b) is or
may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding.
A corporation must, after
the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by the eligible party in respect of
that proceeding if the eligible party (a) has not been reimbursed for those expenses, and (b) is wholly successful, on the
merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding.
A corporation may pay, as
they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an
eligible party in respect of that proceeding, provided the corporation first receives from the eligible party a written undertaking that,
if it is ultimately determined that the payment of expenses is prohibited, the eligible party will repay the amounts advanced.
Notwithstanding any of the
foregoing, a corporation must not indemnify an eligible party or pay the expenses of an eligible party if any of the following circumstances
apply:
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· |
if the indemnity or payment
is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses
was made, the corporation was prohibited from giving the indemnity or paying the expenses by its memorandum or articles; |
| |
· |
if the indemnity or payment
is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is
made, the corporation is prohibited from giving the indemnity or paying the expenses by its memorandum or articles; |
| |
· |
if, in relation to the
subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests
of the corporation or the associated corporation, as the case may be; |
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· |
in the case of an eligible
proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s
conduct in respect of which the proceeding was brought was lawful. |
If an eligible proceeding
is brought against an eligible party by or on behalf of the corporation or by or on behalf of an associated corporation, the corporation
must not (a) indemnify the eligible party in respect of the proceeding or (b) pay the expenses of the eligible party in respect
of the proceeding.
A corporation may purchase
and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the eligible
party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding
or having held a position equivalent to that of a director or officer of, the corporation or an associated corporation.
Articles
Our Articles provide that,
subject to the Business Corporations Act (British Columbia), the Company must indemnify an eligible party and their respective
heirs and personal or other legal representatives against all eligible penalties to which such eligible party is or may be liable. The
Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person
in respect of that proceeding. Each eligible party is deemed to have contracted with the Company on this term. The Articles also provide
that the Company may indemnify any person, subject to any restrictions in the Business Corporations Act (British Columbia).
Our Articles defines the
following terms: (1) an “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid
in settlement of, an “eligible proceeding”; (2) an “eligible party” means a director, former director or
alternate director of the Company; (3) an “eligible proceeding” means a legal proceeding or investigative action (whether
current, threatened, pending or completed), in which an eligible party or any of the heirs and personal or other legal representatives
of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company (a) is
or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related
to, the proceeding; and (4) “expenses” has the meaning set out in the Business Corporations Act (British Columbia).
Our Articles provide that
the Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives)
who is or was a director, alternative director, officer, employee or agent, or held or holds such position or a position equivalent to
the foregoing (each, an “insured party”) with respect to (i) the Company; (ii) a corporation at a time when the
corporation was an affiliate of the Company; (iii) at the request of the Company, served in such capacity with respect to a corporation,
partnership, trust, joint venture or other unincorporated entity, against any liability that may be incurred by him or her acting in
such capacity.
We maintain liability insurance
policies regarding our directors and officers against certain liabilities that they may incur in such capacities.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing
provisions, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
| Exhibit No. |
|
Description
of Exhibit |
| 4.1 |
|
Notice
of Articles dated August 25, 2011 (incorporated herein by reference to Exhibit 3.2(i) to our Form 8-K filed August 26,
2011). |
| 4.2 |
|
Articles
dated August 25, 2011 (incorporated herein by reference to Exhibit 3.2(ii) to our Form 8-K filed August 26,
2011). |
| 4.3 |
|
Notice
of Alteration dated September 3, 2014 (incorporated herein by reference to Exhibit 3.1 to our Form 8-K filed September 9,
2014). |
| 4.4 |
|
Shareholder
Rights Plan Agreement dated June 27, 2017 between Fennec Pharmaceuticals Inc. and Computershare Trust Company of Canada (incorporated
herein by reference to Schedule B to our Management Proxy Circular filed May 24, 2017). |
| 4.5 |
|
Fennec
Pharmaceuticals Inc. 2020 Equity Incentive Plan (incorporated herein by reference to Schedule B to our Management Proxy Circular
filed April 25, 2025). |
| 5.1 |
|
Opinion
of Counsel |
| 23.1 |
|
Consent
of Counsel (included in Exhibit 5.1) |
| 23.2 |
|
Consent of Independent Registered Public Accounting
Firm |
| 24.1 |
|
Power of Attorney (included in the Signature
Page hereto) |
| 107 |
|
Filing Fee
Table |
Item 9. Undertakings.
The undersigned Registrant
hereby undertakes:
(1) To file, during any
period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act;
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement; and
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
provided however,
that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Research Triangle Park, State of North Carolina on November 18,
2025.
Fennec Pharmaceuticals Inc. |
|
| |
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| By: |
/s/
Jeffrey Hackman |
|
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Jeffrey Hackman |
|
| |
Chief Executive Officer |
|
POWER OF ATTORNEY
We, the undersigned directors
and officers of the Registrant, hereby severally constitute and appoint Jeff Hackman and Robert Andrade as our true and lawful attorneys,
with full power to them to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8
filed herewith, and any and all amendments (including post-effective amendments) to said Registration Statement, and to file or cause
to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said
attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this power of
attorney. This power of attorney does not revoke any power of attorney previously granted by the undersigned, or any of them.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the date indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Jeffrey
Hackman |
|
Chief
Executive Officer and Director |
|
November 18,
2025 |
| Jeffrey
Hackman |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Robert Andrade |
|
Chief
Financial Officer |
|
November 18,
2025 |
| Robert Andrade |
|
(principal financial
and accounting officer) |
|
|
| |
|
|
|
|
| /s/
Dr. Khalid Islam |
|
Director |
|
November 18,
2025 |
| Dr. Khalid Islam |
|
|
|
|
| |
|
|
|
|
| /s/
Chris A. Rallis |
|
Director |
|
November 18,
2025 |
| Chris A. Rallis |
|
|
|
|
| |
|
|
|
|
| /s/
Marco Brughera |
|
Director |
|
November 18,
2025 |
| Marco Brughera |
|
|
|
|
| |
|
|
|
|
| /s/
Rostislav Raykov |
|
Director |
|
November 18,
2025 |
| Rostislav Raykov |
|
|
|
|
| |
|
|
|
|
| /s/
Jodi Cook |
|
Director |
|
November 18,
2025 |
| Jodi Cook |
|
|
|
|
