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

Rhea-AI Filing Summary

On 22 Jul 2025 Medicus Pharma (NASDAQ: MDCX) held its 2025 Annual & Special Meeting. All five management proposals passed:

• Auditors: KPMG re-appointed (13.26 m for vs. 55.7 k withheld).
• Directors: Eight nominees, including Executive Chair/CEO Dr. Raza Bokhari, elected with >99% support; 3.19 m broker non-votes recorded.
• By-law quorum: Threshold raised from 10% to 33⅓% to satisfy Nasdaq governance rules (10.13 m for, 5.1 k against).
• Equity financing: Shareholders authorised issuance of ≥20% of outstanding shares below Nasdaq minimum price under the 10 Feb 2025 Standby Equity Purchase Agreement with YA II PN, Ltd. (10.06 m for, 68.7 k against), providing capital flexibility.
• Governance: Articles amended so removing the Board Chair now requires ≥75% Board vote (9.89 m for, 0.24 m against).

A press release announcing the results was issued 23 Jul 2025 (Exhibit 99.1).

Positive

• Standby Equity Purchase Agreement approved, giving the company flexibility to raise capital equal to 20% of current shares without a traditional secondary offering.
• By-law quorum amendment brings MDCX into full Nasdaq corporate-governance compliance, reducing regulatory risk.

Negative

• Potential dilution of existing shareholders if the full 20% issuance is executed at a discount to market.
• Chair removal threshold increased to 75% of Board votes, potentially entrenching management and weakening minority-shareholder influence.

Insights

Equity Capital Markets Analyst

TL;DR: Shareholder nod to standby equity deal boosts funding flexibility and liquidity.

Authorisation to issue up to 20% more stock under the YA II facility lets Medicus raise capital rapidly, critical for costly late-stage trials. Compared with a marketed follow-on, the agreement reduces execution risk and underwriting fees, potentially adding roughly US$45-50 m if fully tapped. Auditor continuity and board re-election remove near-term operational uncertainty. While dilution is possible, access to capital in biotech remains paramount; net impact viewed as positive.

Corporate Governance Specialist

TL;DR: Governance changes tilt power toward insiders, raising minority-shareholder risk.

Upping the quorum aligns with Nasdaq, yet embedding a 75% board-vote hurdle to oust the Chair materially entrenches leadership. Coupled with authority to issue discounted shares, control could concentrate further as ownership spreads. Although not immediately value-destructive, the measures reduce accountability levers for investors and may weigh on governance scores. Impact assessed as moderately negative.

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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): July 22, 2025

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

Not Applicable
(Former name or former address, if changed since last report.)

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 July 22, 2025, Medicus Pharma Ltd. (the "Company") held its 2025 Annual 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 June 30, 2025.

(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 2025 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
13,261,952		55,738		N/A		0

Proposal 2. Shareholders elected all eight of the directors nominated by the Board to serve for one-year terms, until our 2026 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		10,115,639		17,036		N/A		3,185,015
Dr. Raza Bokhari		10,115,364		17,311		N/A		3,185,015
Robert J. Ciaruffoli		10,115,639		17,036		N/A		3,185,015
Barry Fishman		10,115,314		17,361		N/A		3,185,015
Dr. Larry Kaiser		10,115,169		17,506		N/A		3,185,015
Dr. Sara R. May		10,115,569		17,106		N/A		3,185,015
Hon. Cathy McMorris Rodgers		10,115,039		17,636		N/A		3,185,015
Ajay Raju		10,116,519		16,156		N/A		3,185,015

Proposal 3. Shareholders approved the proposal to amend Article 3.2 of the Company's by-laws to replace the reference to "10%" with a reference to "33⅓%" to comply with the corporate governance rules of Nasdaq requiring the Company, having ceased to be a foreign private issuer, to have a quorum requirement for the transaction of business at a meeting of shareholders of not less than 33⅓% of the outstanding shares of a Company's common voting stock. Shareholder approval of this Proposal 3 required the affirmative vote of at least a majority of the votes cast by the shareholders present at the Meeting in person or by proxy:

For		Against		Abstain		Broker Non-Votes
10,127,547		5,128		N/A		3,185,015

Proposal 4. Shareholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance, sale and delivery by the Company pursuant to the Standby Equity Purchase Agreement dated February 10, 2025 between the Company and YA II PN, Ltd. of common shares representing 20% or more of the issued and outstanding common shares prior to such issuance at prices below the minimum price specified by Nasdaq Listing Rule 5635(d), which required the affirmative vote of at least a majority of the votes cast by the shareholders present at the Meeting in person or by proxy:

For		Against		Abstain		Broker Non-Votes
10,063,947		68,728		N/A		3,185,015

Proposal 5. Shareholders approved the proposal to amend the Articles to increase the voting threshold required to remove the Chairman of the Board to a vote of at least 75% of the Board and to make this provision part of the Articles, which 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
9,891,337		241,338		N/A		3,185,015

Item 8.01. Other Events.

On July 23, 2025, the Company issued a press release relating to the results of the Meeting, as described in Item 5.07 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.​

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.​

Exhibit No.		Description
99.1		Press Release, dated July 23, 2025
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: July 23, 2025

FAQ

What equity issuance did Medicus Pharma (MDCX) shareholders approve?

They authorised issuing >=20% of outstanding shares under a Standby Equity Purchase Agreement at prices below Nasdaq’s minimum price rule.

How many shares voted to ratify KPMG as MDCX’s auditor?

13,261,952 were cast in favour, with 55,738 withheld and no broker non-votes.

What change was made to Medicus Pharma’s quorum requirement?

Article 3.2 now requires at least 33⅓% of outstanding shares present to conduct business, up from 10%.

What is the new threshold to remove Medicus Pharma’s Board Chair?

Removal now needs a 75% vote of the Board, up from a simple majority.

Were all director nominees elected at the 2025 AGM?

Yes, all eight nominees received >99% support, with approximately 3.19 m broker non-votes recorded.