Medicus Pharma grants 8.5M shares for bonuses

Q: What equity issuance did MDCX report on September 4, 2026?

Medicus Pharma issued 8,529,412 restricted common shares to certain officers and employees. These shares replaced approximately $1.45 million in cash bonuses that recipients elected to forgo, using $0.1705 (the September 3, 2026 Nasdaq closing price) as the conversion price.

Q: How was the $1.45 million MDCX bonus value converted into shares?

Each bonus recipient’s cash amount was divided by $0.1705 per share, the closing price of Medicus Pharma common shares on the Nasdaq Capital Market on September 3, 2026, resulting in a total of 8,529,412 restricted common shares granted.

Q: Did Medicus Pharma receive any additional cash for the restricted shares issuance?

No. The filing states that no additional consideration was paid to, or received by, Medicus Pharma in connection with issuing the 8,529,412 restricted common shares; the shares solely represented the value of forgone cash bonuses.

Q: Under what legal exemption were MDCX’s restricted shares issued?

The restricted common shares were issued under the Section 4(a)(2) exemption of the Securities Act of 1933, which the company describes as applying to a transaction by an issuer not involving a public offering.

Q: What are MDCX’s listed securities and their symbols?

Medicus Pharma lists common shares under the symbol MDCX and warrants, each exercisable for one common share at an exercise price of $4.64 per share, under the symbol MDCXW on the Nasdaq Capital Market.

Medicus Pharma exchanged about $1.45 million of employee cash bonuses for 8.5 million restricted common shares in a private, unregistered issuance.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Medicus Pharma Ltd. (MDCX) reported that on September 4, 2026 it granted an aggregate of 8,529,412 restricted common shares to certain officers and employees who elected to forgo cash bonuses. These shares represent the value of approximately $1.45 million of cash bonuses, converted at $0.1705 per share, the Nasdaq Capital Market closing price on September 3, 2026.

No additional cash consideration changed hands in this issuance, which was made as a private offering exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

Filing Explained

The issuance adds 8,529,412 restricted common shares to the company’s share count, reducing existing holders’ percentage ownership absent offsetting changes. The shares were issued instead of cash bonuses, so this is an equity dilution effect rather than a cash payment to those recipients.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Aggregate cash bonus value converted: $1.45 million Restricted common shares granted: 8,529,412 shares Conversion share price: $0.1705 per share +1 more

4 metrics

Aggregate cash bonus value converted $1.45 million Total cash bonuses officers and employees elected to forgo on September 4, 2026

Restricted common shares granted 8,529,412 shares Shares issued to officers and employees in lieu of cash bonuses

Conversion share price $0.1705 per share Closing price of common shares on Nasdaq Capital Market on September 3, 2026

Warrant exercise price $4.64 per share Each warrant exercisable for one common share at this price

Key Terms

restricted Common Shares, Section 4(a)(2), Nasdaq Capital Market, emerging growth company

4 terms

restricted Common Shares financial

"the Company granted an aggregate of 8,529,412 restricted Common Shares"

Restricted common shares are company stock that cannot be freely sold or transferred until certain conditions are met, such as time-based vesting, performance targets, or regulatory clearance. For investors, they matter because they reduce the number of shares available to trade today but can increase supply later, affecting share price, liquidity and potential dilution — like a stash of coupons that can't be used until a future date.

Section 4(a)(2) regulatory

"exempt from the registration requirements ... pursuant to Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Nasdaq Capital Market market

"being the closing price of the Common Shares on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

emerging growth company regulatory

"Emerging growth company 2 Item 3.02 Unregistered Sales"

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.

FAQ

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

What equity issuance did MDCX report on September 4, 2026?

Medicus Pharma issued 8,529,412 restricted common shares to certain officers and employees. These shares replaced approximately $1.45 million in cash bonuses that recipients elected to forgo, using $0.1705 (the September 3, 2026 Nasdaq closing price) as the conversion price.

How was the $1.45 million MDCX bonus value converted into shares?

Each bonus recipient’s cash amount was divided by $0.1705 per share, the closing price of Medicus Pharma common shares on the Nasdaq Capital Market on September 3, 2026, resulting in a total of 8,529,412 restricted common shares granted.

Did Medicus Pharma receive any additional cash for the restricted shares issuance?

No. The filing states that no additional consideration was paid to, or received by, Medicus Pharma in connection with issuing the 8,529,412 restricted common shares; the shares solely represented the value of forgone cash bonuses.

Under what legal exemption were MDCX’s restricted shares issued?

The restricted common shares were issued under the Section 4(a)(2) exemption of the Securities Act of 1933, which the company describes as applying to a transaction by an issuer not involving a public offering.

What are MDCX’s listed securities and their symbols?

Medicus Pharma lists common shares under the symbol MDCX and warrants, each exercisable for one common share at an exercise price of $4.64 per share, under the symbol MDCXW on the Nasdaq Capital Market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 08:00 AM Accepted by SEC EDGAR 09/11/2026 - 08:00 AM

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): September 4, 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 3.02 Unregistered Sales of Equity Securities.

On September 4, 2026, Medicus Pharma Ltd. (the "Company") awarded cash bonuses in the aggregate amount of approximately $1.45 million to certain officers and employees of the Company. Each of the recipients elected to forgo payment of his or her cash bonus and instead receive the value of such bonus in restricted common shares of the Company (the "Common Shares").

In accordance with these elections, the Company granted an aggregate of 8,529,412 restricted Common Shares to such officers and employees. The number of restricted common shares issued to each recipient was determined by dividing the amount of the cash bonus such recipient elected to forgo by $0.1705 per share, being the closing price of the Common Shares on the Nasdaq Capital Market on September 3, 2026. No additional consideration was paid to, or received by, the Company in connection with the issuance.

The issuance of the restricted Common Shares was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
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: September 11, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Medicus Pharma grants 8.5M shares for bonuses

Rhea-AI Filing Summary

Positive

Negative