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  4. [8-K] Medicus Pharma Ltd. Reports Material Event

Shareholders at Medicus Pharma (NASDAQ: MDCX) approve reverse split authority

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Medicus Pharma Ltd. held its 2026 Annual General and Special Meeting of Shareholders on June 3, 2026. Shareholders ratified the appointment of KPMG LLP as independent auditor for the 2026 fiscal year, with 28,308,860 votes for and 756,378 votes withheld.

All nine director nominees were elected, each receiving about 15.1 million votes for and 13.5 million broker non-votes. Shareholders also approved a special resolution authorizing the board to implement a consolidation of the company’s common shares at a ratio of up to 50 pre-consolidation shares for each post-consolidation share, if the board determines such a step is necessary or desirable.

Positive

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Insights

Routine meeting approves board slate, auditor, and reverse split authority.

Medicus Pharma secured shareholder support for key governance items. The auditor, KPMG LLP, was ratified with a large majority, and all nine board nominees were elected with similar support, indicating broad backing for current leadership and oversight.

The notable item is authorization for a share consolidation of up to 50-for-1, which the board may use if needed, including to satisfy stock exchange requirements. Actual impact depends on whether and how the board later chooses to implement this consolidation.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor ratification votes for 28,308,860 votes KPMG LLP appointment for 2026 fiscal year
Auditor ratification votes withheld 756,378 votes KPMG LLP appointment for 2026 fiscal year
Director votes for (example nominee) 15,181,189 votes Election of William L. Ashton
Director broker non-votes 13,529,765 votes Each director nominee, including William L. Ashton
Consolidation resolution votes for 26,729,776 votes Share consolidation special resolution
Consolidation resolution votes against 2,335,461 votes Share consolidation special resolution
Maximum consolidation ratio 50:1 Up to 50 pre-consolidation shares for one post-consolidation share
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
broker non-votes financial
"For | | Withhold | | Abstain | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Business Corporations Act (Ontario) regulatory
"in accordance with the Articles of Incorporation of the Company (the "Articles") or the Business Corporations Act (Ontario)"
A provincial law that sets the legal rules for creating, running and winding up corporations incorporated in Ontario; think of it as the operating manual and rulebook that companies and their leaders must follow. It matters to investors because it defines shareholder rights, director duties, reporting and approval processes for major actions like mergers or sales, so those rules affect governance, transparency, legal risk and the value of an investment.
special resolution regulatory
"Shareholders approved the special resolution authorizing the Board, in its discretion, to effect a consolidation"
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
independent registered public accounting firm financial
"appointment of KPMG LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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Understanding 8-K Material Events →
false 2026-06-03 0001997296 Medicus Pharma Ltd. 0001997296 2026-06-03 2026-06-03 0001997296 exch:XNCM mdcx:CommonSharesNoParValueMember 2026-06-03 2026-06-03 0001997296 exch:XNCM mdcx:WarrantsEachExercisableForOneCommonShareAtAnExercisePriceOfFourPointSixFourPerShareMember 2026-06-03 2026-06-03

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): June 3, 2026

MEDICUS PHARMA LTD.
(Exact name of registrant as specified in its charter)

Ontario 001-42408 98-1778211
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

300 Conshohocken State Road, Suite 200
 Conshohocken, Pennsylvania, United States 19428
 (Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (610) 540-7515

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(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common shares, no par value   MDCX   NASDAQ Capital Market
Warrants, each exercisable for one common share at an exercise price of $4.64 per share   MDCXW   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 5.07. Submission of Matters to a Vote of Security Holders.

(a) Annual and Special Meeting. On June 3, 2026, Medicus Pharma Ltd. (the "Company") held its 2026 Annual General and Special Meeting of Shareholders (the "Meeting"). The matters voted upon at the Meeting and the final results of such voting are set forth below. A more complete description of each proposal is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 4, 2026.

(b) Matters Voted Upon; Voting Results. The following matters were submitted for a vote of the Company's shareholders.

Proposal 1. Shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's 2026 fiscal year and the authorization of the Company's board of directors (the "Board") to fix the auditors' remuneration and terms of engagement:

For

 

Withhold

 

Abstain

 

Broker Non-Votes

28,308,860

 

756,378

 

N/A

 

0

Proposal 2. Shareholders elected all nine of the directors nominated by the Board to serve for one-year terms, until our 2027 annual meeting of shareholders or until their successors are duly elected or appointed, unless they resign, are removed, or become disqualified in accordance with the Articles of Incorporation of the Company (the "Articles") or the Business Corporations Act (Ontario):

Name   For   Withhold   Abstain   Broker Non-Votes
William L. Ashton   15,181,189   354,284   N/A   13,529,765
Dr. Raza Bokhari   15,068,465   467,008   N/A   13,529,765
Robert J. Ciaruffoli   15,186,431   349,042   N/A   13,529,765
Barry Fishman   15,189,646   345,827   N/A   13,529,765
Dr. Larry Kaiser   15,198,014   337,459   N/A   13,529,765
Patrick Mahaffy   15,193,804   341,669   N/A   13,529,765
Dr. Sara R. May   15,192,642   342,831   N/A   13,529,765
Hon. Cathy McMorris Rodgers   15,178,833   356,640   N/A   13,529,765
Ajay Raju   15,190,298   345,175   N/A   13,529,765

Proposal 3. Shareholders approved the special resolution authorizing the Board, in its discretion, to effect a consolidation of the Company's common shares, no par value (the "Common Shares") on the basis of a consolidation ratio to be determined by the Board, up to a maximum ratio of 50 pre-consolidation Common Shares for every one post-consolidation Common Share, if the Board determines such a consolidation is necessary or desirable, including, without limitation, for the purpose of meeting any applicable stock exchange or regulatory requirements. Shareholder approval of this Proposal 3 required the affirmative vote of at least two-thirds of the votes cast by the shareholders present at the Meeting in person or by proxy:

For   Against   Abstain   Broker Non-Votes
26,729,776   2,335,461   N/A   1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.​

Exhibit No.   Description
104 ​ Cover Page Interactive Data File (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.

MEDICUS PHARMA LTD.
   
By: /s/ Raza Bokhari
Name: Dr. Raza Bokhari
Title: Executive Chairman and Chief Executive Officer

Dated: June 4, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Medicus Pharma (MDCX) shareholders approve regarding the auditor at the 2026 meeting?

Shareholders ratified KPMG LLP as Medicus Pharma’s independent registered public accounting firm for the 2026 fiscal year. The ratification received 28,308,860 votes for and 756,378 votes withheld, signaling strong support for continuing with the same external auditor and audit arrangements.

Were all Medicus Pharma (MDCX) director nominees elected at the 2026 Annual and Special Meeting?

Yes, all nine director nominees to Medicus Pharma’s board were elected to one-year terms. Each nominee, including William L. Ashton and Dr. Raza Bokhari, received roughly 15.1 million votes for, with additional 13.5 million broker non-votes recorded for each seat.

What reverse stock split authority did Medicus Pharma (MDCX) shareholders grant the board?

Shareholders approved a special resolution authorizing the board to consolidate common shares at a ratio up to 50 pre-consolidation shares for one post-consolidation share. The measure passed with 26,729,776 votes for and 2,335,461 votes against, giving the board flexibility to act if needed.

How many votes supported Medicus Pharma’s (MDCX) special consolidation resolution?

The consolidation resolution received 26,729,776 votes for, 2,335,461 votes against, and 1 broker non-vote. This met the required two-thirds approval threshold for a special resolution, authorizing potential consolidation of common shares at a board-selected ratio up to 50-for-1.

What was the purpose of Medicus Pharma’s 2026 Annual General and Special Meeting?

The 2026 meeting addressed several key shareholder matters: ratifying KPMG LLP as auditor, electing nine directors to one-year terms, and approving a special resolution granting the board authority to implement a share consolidation of up to 50 pre-consolidation shares for each post-consolidation share.

Filing Exhibits & Attachments

5 documents

Other Documents