Medicus Pharma Ltd.

8-K · form8k.htm

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