Opening the filing
8-K
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.