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Medicus Pharma ends $15M equity purchase deal

Medicus Pharma Ltd. (MDCX) reports that on September 11, 2026 it and YA II PN, Ltd. mutually agreed to terminate their Standby Equity Purchase Agreement (SEPA), which had allowed the company to issue and sell up to $15.0 million of common shares.

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Form Type
8-K

Rhea-AI Filing Summary

Medicus Pharma Ltd. (MDCX) reports that on September 11, 2026 it and YA II PN, Ltd. mutually agreed to terminate their Standby Equity Purchase Agreement (SEPA), which had allowed the company to issue and sell up to $15.0 million of common shares. At termination, there were no outstanding borrowings, advance notices, or common shares to be issued under the SEPA, and no fees are due by either party in connection with the termination. Yorkville Securities, LLC, an affiliate of YA II PN, Ltd., remains a sales agent under Medicus Pharma’s Equity Distribution Agreement dated December 29, 2025, as amended.

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Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
SEPA capacity $15.0 million Maximum amount of common shares Medicus Pharma could sell under the Standby Equity Purchase Agreement
Warrant exercise price $4.64 per share Exercise price for each warrant listed under ticker MDCXW
SEPA termination date September 11, 2026 Effective date the Standby Equity Purchase Agreement with YA II PN, Ltd. was mutually terminated
Standby Equity Purchase Agreement financial
"mutually agreed to terminate the Standby Equity Purchase Agreement, dated as of February 10, 2025"
A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.
Equity Distribution Agreement financial
"remains a sales agent under the Company's Equity Distribution Agreement dated December 29, 2025"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
Emerging growth company regulatory
"Emerging growth company 2 Item 1.02."
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.
NASDAQ Capital Market market
"MDCXW | | 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.

FAQ

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

What agreement did Medicus Pharma (MDCX) terminate on September 11, 2026?
Medicus Pharma mutually agreed with YA II PN, Ltd. to terminate their Standby Equity Purchase Agreement (SEPA) on September 11, 2026. The SEPA had allowed the company to issue and sell up to $15.0 million of its common shares.

How large was the Standby Equity Purchase Agreement facility for MDCX?
The Standby Equity Purchase Agreement permitted Medicus Pharma to issue and sell up to $15.0 million of its common shares to YA II PN, Ltd. This right was terminated by mutual agreement effective September 11, 2026.

Did Medicus Pharma (MDCX) owe any amounts when the SEPA was terminated?
No. At the time of the SEPA’s termination, there were no outstanding borrowings, no advance notices, and no common shares to be issued under the SEPA, and there are no fees due by Medicus Pharma or YA II PN, Ltd. in connection with the termination.

Does Yorkville or its affiliate still have any role with Medicus Pharma (MDCX)?
Yes. As previously disclosed, Yorkville Securities, LLC, an affiliate of YA II PN, Ltd., remains a sales agent under Medicus Pharma’s Equity Distribution Agreement dated December 29, 2025, as amended.

What securities of Medicus Pharma (MDCX) are listed on the NASDAQ Capital Market?
Medicus Pharma has its common shares (symbol MDCX) and warrants (symbol MDCXW), each exercisable for one common share at an exercise price of $4.64 per share, listed on the NASDAQ Capital Market.

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

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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): September 11, 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. ☐

2

Item 1.02. Termination of a Material Definitive Agreement.

On September 11, 2026, Medicus Pharma Ltd. (the "Company") and YA II PN, LTD. ("Yorkville") mutually agreed to terminate the Standby Equity Purchase Agreement, dated as of February 10, 2025, between the Company and Yorkville (the "SEPA"), effective as of such date. Pursuant to the SEPA, the Company had the right to issue and sell to Yorkville up to $15.0 million of its common shares, no par value ("Common Shares"). At the time of the termination, there were no outstanding borrowings, advance notices or Common Shares to be issued under the SEPA. In addition, there are no fees due by the Company or Yorkville in connection with the termination of the SEPA. As previously disclosed in the Current Report on Form 8-K filed by the Company on December 30, 2025, Yorkville Securities, LLC, an affiliate of Yorkville, remains a sales agent under the Company's Equity Distribution Agreement dated December 29, 2025 (as amended).

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 14, 2026

Source: View Original Filing on SEC EDGAR

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