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2026-10-12
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):
October 12, 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, exercisable for common shares
|
|
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 3.03 Material Modification to Rights of Security Holders
Medicus Pharma Ltd. (the "Company") effected a 1-for-50 share consolidation (the "Share Consolidation") of the Company's issued and outstanding common shares, no par value (the "Common Shares") by filing Articles of Amendment (the "Articles of Amendment") with the Ontario Ministry of Public and Business Service Delivery on October 12, 2026. The Share Consolidation and Articles of Amendment became effective on October 12, 2026 and the Common Shares began trading on a post-Share Consolidation basis on The Nasdaq Capital Market on October 12, 2026.
On June 3, 2026, the Company held its Annual General and Special Meeting of Shareholders (the "Meeting"). At the Meeting, the Company's shareholders approved the Share Consolidation for up to a maximum ratio of 1-for-50, such ratio and the implementation and timing of such Share Consolidation to be determined by the Company's board of directors (the "Board") at its sole discretion. On September 24, 2026, the Board unanimously approved the Share Consolidation at a ratio of 1-for-50 Common Shares.
As a result of the Share Consolidation, every 50 Common Shares issued and outstanding were automatically consolidated into one new Common Share. The Share Consolidation did not modify any rights or preferences of the Common Shares. Proportionate adjustments were made to the exercise or conversion prices and the number of Common Shares underlying the Company's outstanding equity awards, convertible securities and warrants, as well as to the number of Common Shares issued and issuable under the Company's equity incentive plans. The Common Shares issued pursuant to the Share Consolidation remain fully paid and non-assessable.
No fractional shares were issued in connection with the Share Consolidation. Any fractional shares resulting from the Share Consolidation were automatically rounded down to the nearest whole Common Share and cash was paid in lieu for such fractional shares. Ownership percentages did not meaningfully change as a result of rounding down the fractional shares. Similarly, no fractional shares will be issued on the exercise of the Company's outstanding equity awards, convertible securities and warrants, except as otherwise expressly specified in the documents governing such stock options, awards or rights.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Articles of Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K with respect to the Articles of Amendment is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate and Articles of Amendment, effective October 12, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURES
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: October 16, 2026
