Medicure Inc 6-K, filed Aug 19, 2026
Medicure Inc (MCUJF)
About this 6-K
Medicure Inc filed this 6-K on August 19, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-31995
| MEDICURE INC. |
| (Translation of registrant's name into English) |
|
|
2-1250 Waverley Street
Winnipeg, MB Canada R3T 6C6
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 8a72____.
EXHIBIT LIST
| Exhibit |
| Title |
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| Financial Statements Three and six months ended June 30, 2026 (unaudited) | |
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| 2 |
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, thereunto duly authorized.
|
| Medicure Inc. |
| |
|
| (Registrant) |
| |
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| Date: August 18, 2026 | By: | /s/ Dr. Albert D. Friesen |
|
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| Dr. Albert D. Friesen |
| |
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| Title: CEO |
| |
| 3 |
EXHIBIT 99.1
|
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|
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| Condensed Consolidated Interim Financial Statements |
| (Expressed in thousands of Canadian Dollars, except per share amounts) |
|
|
| MEDICURE INC. |
|
|
| Three and six months ended June 30, 2026 |
| (unaudited) |
|
|
| In accordance with National Instruments 51‑102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the unaudited financial statements for the three and six months ended June 30, 2026. |
| 1 |
Condensed Consolidated Interim Statements of Financial Position
(expressed in thousands of Canadian dollars, except per share amounts)
(unaudited)
|
|
| Note |
|
| June 30, 2026 |
|
| December 31, 2025 |
| |||
| Assets |
|
|
|
|
|
|
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|
| |||
| Current assets: |
|
|
|
|
|
|
|
|
| |||
| Cash and cash equivalents |
|
|
|
| $ | 1,832 |
|
| $ | 3,835 |
| |
| Accounts receivable |
|
| 4 |
|
|
| 4,731 |
|
|
| 4,817 |
|
| Inventories |
|
| 5 |
|
|
| 3,510 |
|
|
| 2,942 |
|
| Prepaid expenses |
|
|
|
|
|
| 345 |
|
|
| 293 |
|
| Total current assets |
|
|
|
|
|
| 10,418 |
|
|
| 11,887 |
|
| Non‑current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Property and equipment |
|
|
|
|
|
| 736 |
|
|
| 945 |
|
| Intangible assets |
|
| 6 |
|
|
| 6,911 |
|
|
| 7,748 |
|
| Goodwill |
| 3 & 7 |
|
|
| 4,417 |
|
|
| 4,260 |
| |
| Other assets |
|
|
|
|
|
| 112 |
|
|
| 109 |
|
| Total non‑current assets |
|
|
|
|
|
| 12,176 |
|
|
| 13,062 |
|
| Total assets |
|
|
|
|
| $ | 22,594 |
|
| $ | 24,949 |
|
| Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued liabilities |
|
|
|
|
| $ | 10,321 |
|
| $ | 10,587 |
|
| Income taxes payable |
|
|
|
|
|
| 6 |
|
|
| 90 |
|
| Current portion of lease obligations |
|
|
|
|
|
| 427 |
|
|
| 464 |
|
| Acquisition payable |
|
| 3 |
|
|
| - |
|
|
| 388 |
|
| Holdback payable |
|
| 3 |
|
|
| - |
|
|
| 84 |
|
| Total current liabilities |
|
|
|
|
|
| 10,754 |
|
|
| 11,613 |
|
| Non‑current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Lease obligations |
|
|
|
|
|
| 269 |
|
|
| 427 |
|
| Total non‑current liabilities |
|
|
|
|
|
| 269 |
|
|
| 427 |
|
| Total liabilities |
|
|
|
|
|
| 11,023 |
|
|
| 12,040 |
|
| Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
| Share capital |
|
| 8(b) |
|
| 81,014 |
|
|
| 81,014 |
| |
| Contributed surplus |
|
|
|
|
|
| 11,050 |
|
|
| 11,055 |
|
| Accumulated other comprehensive loss |
|
|
|
|
|
| (4,671 | ) |
|
| (5,172 | ) |
| Deficit |
|
|
|
|
|
| (75,822 | ) |
|
| (73,988 | ) |
| Total equity |
|
|
|
|
|
| 11,571 |
|
|
| 12,909 |
|
| Total liabilities and equity |
|
|
|
|
| $ | 22,594 |
|
| $ | 24,949 |
|
| Commitments and contingencies |
|
| 9(a) & 9(d) |
|
|
|
|
|
|
|
| |
See accompanying notes to the condensed consolidated interim financial statements.
| 2 |
Condensed Consolidated Interim Statements of Net (Loss) Income and Comprehensive Loss
(expressed in thousands of Canadian dollars, except per share amounts)
(unaudited)
|
|
| Note |
|
| Three months ended June 30, 2026 |
|
| Three months ended June 30, 2025 |
|
| Six months ended June 30, 2026 |
|
| Six months ended June 30, 2025 |
| |||||
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| |||||
| Revenue, net |
|
|
|
| $ | 7,427 |
|
| $ | 6,669 |
|
| $ | 15,374 |
|
| $ | 12,153 |
| |
| Cost of goods sold |
|
| 5 |
|
|
| 4,229 |
|
|
| 3,234 |
|
|
| 8,655 |
|
|
| 5,875 |
|
| Gross profit |
|
|
|
|
|
| 3,198 |
|
|
| 3,435 |
|
|
| 6,719 |
|
|
| 6,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Selling |
|
|
|
|
|
| 2,750 |
|
|
| 2,133 |
|
|
| 4,711 |
|
|
| 3,962 |
|
| General and administrative |
|
|
|
|
|
| 1,193 |
|
|
| 1,260 |
|
|
| 2,265 |
|
|
| 2,359 |
|
| Research and development |
|
|
|
|
|
| 608 |
|
|
| 741 |
|
|
| 1,463 |
|
|
| 1,311 |
|
|
|
|
|
|
|
|
| 4,551 |
|
|
| 4,134 |
|
|
| 8,439 |
|
|
| 7,632 |
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
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| Finance expense (income): |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Finance expense (income), net |
|
|
|
|
|
| 13 |
|
|
| (20 | ) |
|
| 29 |
|
|
| (54 | ) |
| Foreign exchange loss (gain), net |
|
|
|
|
|
| 13 |
|
|
| 49 |
|
|
| 27 |
|
|
| 84 |
|
|
|
|
|
|
|
|
| 26 |
|
|
| (29 | ) |
|
| 56 |
|
|
| (30 | ) |
| Net loss before income taxes |
|
|
|
|
| $ | (1,379 | ) |
| $ | (728 | ) |
| $ | (1,776 | ) |
| $ | (1,384 | ) |
| Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current |
|
|
|
|
|
| 49 |
|
|
| 58 |
|
|
| 58 |
|
|
| 96 |
|
| Net loss |
|
|
|
|
| $ | (1,428 | ) |
| $ | (786 | ) |
| $ | (1,834 | ) |
| $ | (1,480 | ) |
| Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Item that may be reclassified to profit or loss Exchange differences on translation of foreign subsidiaries |
|
|
|
|
|
| 340 |
|
|
| (1,032 | ) |
|
| 501 |
|
|
| (1,057 | ) |
| Other comprehensive income (loss), net of tax |
|
|
|
|
|
| 340 |
|
|
| (1,032 | ) |
|
| 501 |
|
|
| (1,057 | ) |
| Comprehensive loss |
|
|
|
|
| $ | (1,088 | ) |
| $ | (1,818 | ) |
| $ | (1,333 | ) |
| $ | (2,537 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
| 8(d) |
| $ | (0.14 | ) |
| $ | (0.08 | ) |
| $ | (0.18 | ) |
| $ | (0.14 | ) | |
| Diluted |
|
| 8(d) |
| $ | (0.14 | ) |
| $ | (0.08 | ) |
| $ | (0.18 | ) |
| $ | (0.14 | ) | |
See accompanying notes to the condensed consolidated interim financial statements.
| 3 |
Condensed Consolidated Interim Statements of Changes in Equity
(expressed in thousands of Canadian dollars, except per share amounts)
(unaudited)
|
|
| Note |
|
| Share Capital |
|
| Contributed Surplus |
|
| Accumulated other comprehensive loss |
|
| Equity (Deficit) |
|
| Total |
| ||||||
| Balance, December 31, 2024 |
|
|
|
| $ | 81,014 |
|
| $ | 10,919 |
|
| $ | (4,264 | ) |
| $ | (66,891 | ) |
| $ | 20,778 |
| |
| Net income for the six months ended June 30, 2025 |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (1,480 | ) |
|
| (1,480 | ) | |
| Other comprehensive loss for the six months ended June 30, 2025 |
|
|
|
|
| - |
|
|
| - |
|
|
| (1,057 | ) |
|
| - |
|
|
| (1,057 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Transactions with owners, recorded directly in Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Share-based compensation |
|
| 8(c) |
|
| - |
|
|
| 66 |
|
|
| - |
|
|
| - |
|
|
| 66 |
| |
| Total transactions with owners |
|
|
|
|
|
| - |
|
|
| 66 |
|
|
| - |
|
|
| - |
|
|
| 66 |
|
| Balance, June 30, 2025 |
|
|
|
|
| $ | 81,014 |
|
| $ | 10,985 |
|
| $ | (5,321 | ) |
| $ | (68,371 | ) |
| $ | 18,307 |
|
|
|
| Note |
|
| Share Capital |
|
| Contributed Surplus |
|
| Accumulated other comprehensive loss |
|
| Equity (Deficit) |
|
| Total |
| ||||||
| Balance, December 31, 2025 |
|
|
|
| $ | 81,014 |
|
| $ | 11,055 |
|
| $ | (5,172 | ) |
| $ | (73,988 | ) |
| $ | 12,909 |
| |
| Net loss for the six months ended June 30, 2025 |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (1,834 | ) |
|
| (1,834 | ) | |
| Other comprehensive income for the six months ended June 30, 2026 |
|
|
|
|
| - |
|
|
| - |
|
|
| 501 |
|
|
| - |
|
|
| 501 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Transactions with owners, recorded directly in Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Share-based compensation |
|
| 8(c) |
|
| - |
|
|
| (5 | ) |
|
| - |
|
|
| - |
|
|
| (5 | ) | |
| Total transactions with owners |
|
|
|
|
|
| - |
|
|
| (5 | ) |
|
| - |
|
|
| - |
|
|
| (5 | ) |
| Balance, June 30, 2026 |
|
|
|
|
| $ | 81,014 |
|
| $ | 11,050 |
|
| $ | (4,671 | ) |
| $ | (75,822 | ) |
| $ | 11,571 |
|
See accompanying notes to the condensed consolidated interim financial statements.
| 4 |
Condensed Consolidated Interim Statements of Cash Flows
(expressed in thousands of Canadian dollars, except per share amounts)
(unaudited)
| For the six months ended June 30 |
| Note |
|
| 2026 |
|
| 2025 |
| |||
| Cash (used in) provided by: |
|
|
|
|
|
|
|
|
| |||
| Operating activities: |
|
|
|
|
|
|
|
|
| |||
| Net loss for the period |
|
|
|
| $ | (1,834 | ) |
| $ | (1,480 | ) | |
| Adjustments for: |
|
|
|
|
|
|
|
|
|
|
| |
| Current income tax expense |
|
|
|
|
| 58 |
|
|
| 96 |
| |
| Amortization of property, plant and equipment |
|
|
|
|
| 226 |
|
|
| 235 |
| |
| Amortization of intangible assets |
|
| 6 |
|
|
| 1,087 |
|
|
| 1,054 |
|
| Share‑based compensation |
|
| 8(c) |
|
| (5 | ) |
|
| 66 |
| |
| Finance expense, net |
|
|
|
|
|
| 29 |
|
|
| (54 | ) |
| Unrealized foreign exchange loss |
|
|
|
|
|
| 27 |
|
|
| 84 |
|
| Change in the following: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
|
|
|
| 86 |
|
|
| 213 |
|
| Inventories |
|
|
|
|
|
| (568 | ) |
|
| (713 | ) |
| Prepaid expenses |
|
|
|
|
|
| (52 | ) |
|
| (128 | ) |
| Accounts payable and accrued liabilities |
|
|
|
|
|
| (411 | ) |
|
| 616 |
|
| Interest received, net |
|
|
|
|
|
| 7 |
|
|
| 89 |
|
| Income taxes paid |
|
|
|
|
|
| (89 | ) |
|
| (151 | ) |
| Cash flows used in operating activities |
|
|
|
|
|
| (1,439 | ) |
|
| (73 | ) |
| Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisition of Gateway Pharmacy |
|
| 3 |
|
|
| (388 | ) |
|
| (542 | ) |
| Acquisition of West Olympia Pharmacy |
|
| 3 |
|
|
| - |
|
|
| (1,635 | ) |
| Cash flows used in investing activities |
|
|
|
|
|
| (388 | ) |
|
| (2,177 | ) |
| Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Repayment of lease liability |
|
|
|
|
|
| (216 | ) |
|
| (202 | ) |
| Cash flows used in financing activities |
|
|
|
|
|
| (216 | ) |
|
| (202 | ) |
| Foreign exchange gain on cash held in foreign currency |
|
|
|
|
|
| 40 |
|
|
| - |
|
| Increase in cash and cash equivalents |
|
|
|
|
|
| (2,003 | ) |
|
| (2,452 | ) |
| Cash and cash equivalents, beginning of period |
|
|
|
|
|
| 3,835 |
|
|
| 7,191 |
|
| Cash and cash equivalents, end of period |
|
|
|
|
| $ | 1,832 |
|
| $ | 4,739 |
|
See accompanying notes to the condensed consolidated interim financial statements.
| 5 |
| Notes to the Condensed Consolidated Interim Financial Statements (expressed in thousands of Canadian dollars, except per share amounts) (unaudited) |
1.Reporting entity
Medicure Inc. (the "Company") is a company domiciled and incorporated in Canada and as of October 24, 2011, its Common Shares are listed on the TSX Venture Exchange (“TSX-V”). Prior to October 24, 2011 and beginning on March 29, 2010, the Company's Common Shares were listed on the NEX board of the TSX-V. Prior to March 29, 2010, the Company's Common Shares were listed on the Toronto Stock Exchange. Additionally, the Company's shares were listed on the American Stock Exchange (later called NYSE Amex and now called NYSE MKT) on February 17, 2004 and the shares ceased trading on the NYSE Amex effective July 3, 2008. The Company remains a U.S. Securities and Exchange Commission registrant. The address of the Company's registered office is 2-1250 Waverley Street, Winnipeg, Manitoba, Canada, R3T 6C6.
The Company is a biopharmaceutical company engaged in the research, development and commercialization of human therapeutics. Through its subsidiary Medicure International, Inc., the Company has rights to the commercial product AGGRASTAT® Injection (tirofiban hydrochloride) in the United States and its territories (Puerto Rico, U.S. Virgin Islands, and Guam). AGGRASTAT®, a glycoprotein GP IIb/IIIa receptor antagonist, is used for the treatment of acute coronary syndrome including unstable angina, which is characterized by chest pain when one is at rest, and non Q wave myocardial infarction.
In September 2019 the Company acquired ownership of ZYPITAMAG® from Cadila Healthcare Ltd., India (“Zydus”) for the U.S. and Canadian markets. Under terms of the agreement, the Company previously had acquired U.S. marketing rights with a profit-sharing arrangement in December 2017. With this acquisition the Company obtained full control of the product including marketing and pricing negotiation for ZYPITAMAG®. ZYPITAMAG® is used for the treatment of patients with primary hyperlipidemia or mixed dyslipidemia and was approved in July 2017 by the U.S. Food and Drug Administration (“FDA”) for sale and marketing in the United States. On May 1, 2018 ZYPITAMAG® was made available in retail pharmacies throughout the United States.
On December 17, 2020, the Company, through its subsidiary, Medicure Pharma Inc. acquired and began operating Marley Drug, Inc. (“Marley Drug”), a leading specialty pharmacy serving customers across the United States.
On March 11, 2025, the Company, through its subsidiary, Medicure Pharma Inc. acquired and began operating Gateway Medical Pharmacy Inc. (“Gateway Pharmacy”), an independent retail pharmacy located in Portland, Oregon.
On June 16, 2025, the Company, through its subsidiary, Medicure Pharma Inc. acquired and began operating West Olympia Pharmacy, LLC (“West Olympia Pharmacy”), an independent retail pharmacy located in Olympia, Washington.
The Company’s ongoing research and development activities are primarily in relation to the development of MC-1, for treatment of Pyridoxal 5’-phosphate dependent epilepsy (“PNPO deficiency”). In addition, during 2024, the Company acquired new chemical entity analogues of pyridoxal 5’-phosphate for the treatment of a number of clinical indications which are yet to be announced.
2. Basis of preparation of financial statements
(a)Statement of compliance
These condensed consolidated interim financial statements of the Company and its subsidiaries were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting and have been prepared using the same accounting policies and methods of application as those used in the Company’s audited consolidated financial statements for the year ended December 31, 2025. These condensed consolidated interim financial statements do not include all of the information required for full annual consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025.
The condensed consolidated interim financial statements were authorized for issue by the Board of Directors on August 13, 2026.
| 6 |
| Notes to the Condensed Consolidated Interim Financial Statements (expressed in thousands of Canadian dollars, except per share amounts) (unaudited) |
2. Basis of preparation of financial statements (continued)
(b)Basis of presentation
The consolidated financial statements have been prepared on a historical cost basis except for contingent consideration and the investment in Sensible Medical which are measured at fair value.
(c)Functional and presentation currency
The condensed consolidated interim financial statements are presented in Canadian dollars, which is the Company's functional currency. All financial information presented has been rounded to the nearest thousand dollar, except where indicated otherwise.
(d)Use of estimates and judgments
The preparation of these consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Information about key assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year are included in the following notes to the consolidated financial statements for the year ended December 31, 2025:
|
| · | Note 3(e): The accruals for returns, chargebacks, rebates and discounts |
Chargebacks are considered the most significant estimates and result from wholesalers selling the Company’s products to end hospitals at prices lower than the wholesaler acquisition cost, which results in variable consideration for the Company. The provision is estimated using historical chargeback experience, timing of actual chargebacks processed during the year, expected chargeback levels based on the remaining products in the wholesaler distribution channel and pricing differences. Estimating the chargeback accrual is complex and judgmental due to the level of uncertainty involved in management’s estimates for product that remains in the wholesaler distribution channel as at year-end, the extent of product sales that were expected to be subject to chargebacks and pricing differences.
|
| · | Note 3(i): The measurement and useful lives of intangible assets |
|
|
|
|
|
| · | Note 3(q): The measurement and valuation of intangible assets acquired as part of business combinations |
|
|
|
|
|
| · | Note 3(I): Impairment of non-financial assets |
The Company’s annual goodwill impairment test is based on value-in-use calculations that use a discounted cash flow model. These calculations require the use of estimates and forecasts of future cash flows. The recoverable amount is most sensitive to the discount rate, revenue growth rate, and operating margin. The key assumptions used to determine the recoverable amount are further explained in note 7.
| 7 |
| Notes to the Condensed Consolidated Interim Financial Statements (expressed in thousands of Canadian dollars, except per share amounts) (unaudited) |
3. Business Combinations
On March 11, 2025, the Company acquired 100% of the outstanding shares of Gateway Pharmacy, an independent retail pharmacy located in Portland, Oregon, for total cash consideration of USD$580 (CAD$838) plus the cost of inventory. The purchase price is to be paid in two installments, with USD$290 paid upon closing of the agreement, and an additional USD$290 (the “Anniversary Payment”) to be paid on March 11, 2026, one year subsequent to the closing of the transaction. At the time of acquisition, it was determined that the seller had USD$86 (CAD$124) of inventory which has also been paid to the seller.
The following table summarizes the finalized fair values of the identifiable assets and liabilities as at the date of the acquisition:
| Net assets acquired |
|
|
| |
| Inventory |
| $ | 124 |
|
| Property and equipment |
|
| 81 |
|
| Right of use asset |
|
| 80 |
|
| Customer lists |
|
| 259 |
|
| Goodwill |
|
| 460 |
|
| Current portion of lease obligation |
|
| (56 | ) |
| Lease obligation |
|
| (24 | ) |
| Net assets acquired |
| $ | 924 |
|
| Summary of purchase consideration |
|
|
|
|
| Cash paid |
| $ | 542 |
|
| Acquisition Payable |
|
| 382 |
|
| Purchase consideration |
| $ | 924 |
|
During the six months ended June 30, 2026, the Company paid the seller the Anniversary Payment in the amount of $USD290 ($CAD382). As at June 30, 2026, all payments in relation to the acquisition of Gateway Pharmacy have been made to the seller, and the acquisition payable liability is nil (December 31, 2025 - $388).
On June 16, 2025, the Company completed the acquisition of 100% of the outstanding shares of West Olympia Pharmacy (“West Olympia Pharmacy”), an independent retail pharmacy located in Olympia, Washington, for total consideration of USD$1,266 (CAD$1,716). The purchase price includes a holdback of USD $60, payable to the seller on the first anniversary of the acquisition, together with USD$3 of accrued interest. Any liabilities settled by the Company on behalf of the seller will be deducted from the holdback payable amount. The purchase price also includes inventory on hand as of the acquisition date, valued at USD $191, which has been paid to the seller.
| 8 |
| Notes to the Condensed Consolidated Interim Financial Statements (expressed in thousands of Canadian dollars, except per share amounts) (unaudited) |
3. Business Combinations (continued)
The following table summarizes the finalized fair values of the identifiable assets and liabilities as at the date of the acquisition:
| Net assets acquired |
|
|
| |
| Inventory |
| $ | 259 |
|
| Property and equipment |
|
| 24 |
|
| Right of use asset |
|
| 316 |
|
| Customer lists |
|
| 695 |
|
| Goodwill |
|
| 603 |
|
| Current portion of lease obligation |
|
| (56 | ) |
| Lease obligation |
|
| (260 | ) |
| Net assets acquired |
| $ | 1,581 |
|
| Summary of purchase consideration |
|
|
|
|
| Cash paid |
| $ | 1,500 |
|
| Holdback payable |
|
| 81 |
|
| Purchase consideration |
| $ | 1,581 |
|
During the six months ended June 30, 2026, the Company netted the holdback payable against amounts owed to West Olympia Pharmacy from the seller in the amount of $USD61 ($CAD85). As at June 30, 2026, all payments in relation to the acquisition of West Olympia Pharmacy have been made to the seller, and the holdback payable is nil (December 31, 2025 - $84).
4.Accounts Receivable
|
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
| Trade accounts receivable |
| $ | 4,652 |
|
| $ | 4,722 |
|
| Other accounts receivable |
|
| 79 |
|
|
| 95 |
|
|
|
| $ | 4,731 |
|
| $ | 4,817 |
|
As at June 30, 2026, there were three customers with amounts owing greater than 10% of the Company’s accounts receivable which totaled 76% in aggregate (Customer A – 22%, Customer B – 18%, Customer C – 36%). As at December 31, 2025, there were three customers with amounts owing greater than 10% of the Company’s accounts receivable, which totaled 67% in aggregate (Customer A – 22%, Customer B – 14%, Customer C – 31%).
5.Inventories
|
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
| Finished product available-for-sale |
| $ | 2,186 |
|
| $ | 1,744 |
|
| Finished retail pharmacy product available for sale |
|
| 1,084 |
|
|
| 886 |
|
| Unfinished product and packaging materials |
|
| 240 |
|
|
| 312 |
|
|
|
| $ | 3,510 |
|
| $ | 2,942 |
|
Inventories expensed as part of cost of goods sold during the three and six months ended June 30, 2026 amounted to $4,073 and $8,343, respectively (2025 – $3,077 and $5,556).
| 9 |
| Notes to the Condensed Consolidated Interim Financial Statements (expressed in thousands of Canadian dollars, except per share amounts) (unaudited) |
5. Inventories (continued)
During the three month and six month periods ended June 30, 2026 and June 30, 2025, the Company did not write-off any inventory that had expired or was otherwise unusable through cost of goods sold on the condensed consolidated interim statement of net loss and comprehensive loss.
6. Intangible assets
| Cost |
| Licenses |
|
| Patents and Drug Approvals |
|
| Brand Names and Trademarks |
|
| Customer list |
|
| Software |
|
| Total |
| ||||||
| At December 31, 2024 |
| $ | 1,334 |
|
| $ | 27,724 |
|
| $ | 5,163 |
|
| $ | 6,296 |
|
| $ | 2,612 |
|
| $ | 43,129 |
|
| Additions |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 954 |
|
|
| - |
|
|
| 954 |
|
| Effect of movements in exchange rates |
|
| (58 | ) |
|
| (1,316 | ) |
|
| (245 | ) |
|
| (305 | ) |
|
| (125 | ) |
|
| (2,049 | ) |
| At December 31, 2025 |
| $ | 1,276 |
|
| $ | 26,408 |
|
| $ | 4,918 |
|
| $ | 6,945 |
|
| $ | 2,487 |
|
| $ | 42,034 |
|
| Effect of movements in exchange rates |
|
| 42 |
|
|
| 971 |
|
|
| 181 |
|
|
| 255 |
|
|
| 94 |
|
|
| 1,543 |
|
| At June 30, 2026 |
| $ | 1,318 |
|
| $ | 27,379 |
|
| $ | 5,099 |
|
| $ | 7,200 |
|
| $ | 2,581 |
|
| $ | 43,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated amortization |
| Licenses |
|
| Patents and Drug Approvals |
|
| Brand Names and Trademarks |
|
| Customer list |
|
| Software |
|
| Total |
| ||||||
| At December 31, 2024 |
| $ | 770 |
|
| $ | 23,657 |
|
| $ | 4,830 |
|
| $ | 3,979 |
|
| $ | 539 |
|
| $ | 33,775 |
|
| Amortization |
|
| 185 |
|
|
| 633 |
|
|
| 54 |
|
|
| 845 |
|
|
| 435 |
|
|
| 2,152 |
|
| Effect of movements in exchange rates |
|
| (40 | ) |
|
| (1,132 | ) |
|
| (230 | ) |
|
| (205 | ) |
|
| (34 | ) |
|
| (1,641 | ) |
| At December 31, 2025 |
| $ | 915 |
|
| $ | 23,158 |
|
| $ | 4,654 |
|
| $ | 4,619 |
|
| $ | 940 |
|
| $ | 34,286 |
|
| Amortization |
|
| 91 |
|
|
| 311 |
|
|
| 27 |
|
|
| 443 |
|
|
| 215 |
|
|
| 1,087 |
|
| Effect of movements in exchange rates |
|
| 37 |
|
|
| 858 |
|
|
| 172 |
|
|
| 184 |
|
|
| 42 |
|
|
| 1,293 |
|
| At June 30, 2026 |
| $ | 1,043 |
|
| $ | 24,327 |
|
| $ | 4,853 |
|
| $ | 5,246 |
|
| $ | 1,197 |
|
| $ | 36,666 |
|
| Carrying amounts |
| Licenses |
|
| Patents and Drug Approvals |
|
| Brand Names and Trademarks |
|
| Customer list |
|
| Software |
|
| Total |
| ||||||
| At December 31, 2025 |
| $ | 361 |
|
| $ | 3,250 |
|
| $ | 264 |
|
| $ | 2,326 |
|
| $ | 1,547 |
|
| $ | 7,748 |
|
| At June 30, 2026 |
| $ | 275 |
|
| $ | 3,052 |
|
| $ | 246 |
|
| $ | 1,954 |
|
| $ | 1,384 |
|
| $ | 6,911 |
|
Intangible assets acquired in connection with the acquisition of Gateway Pharmacy and West Olympia Pharmacy, see note 3 above, are amortized over the following periods based on their anticipated useful life:
| Intangible asset |
| Estimated useful life | ||
| Customer list |
|
|
| 7 years |
The Company had determined there were no indicators of impairment as at June 30, 2026.
As at June 30, 2026, intangible assets pertaining to AGGRASTAT® were fully amortized.
| 10 |
| Notes to the Condensed Consolidated Interim Financial Statements (expressed in thousands of Canadian dollars, except per share amounts) (unaudited) |
7. Goodwill
|
|
| Retail and Mail Order Pharmacy |
| |
| At December 31, 2024 |
| $ | 3,375 |
|
| Additions – business combinations (note 3) |
|
| 1,063 |
|
| Effects of movements in exchange rates |
|
| (178 | ) |
| At December 31, 2025 |
| $ | 4,260 |
|
| Effects of movements in exchange rates |
|
| 157 |
|
| At June 30, 2026 |
| $ | 4,417 |
|
The additions to goodwill during the year ended December 31, 2025 were the result of the Company acquiring Gateway Pharmacy and West Olympia Pharmacy. See note 3 - business combinations above for more information.
The Company performed an annual impairment test with respect to the goodwill acquired as part of the Marley Drug Gateway Pharmacy and West Olympia Pharmacy acquisitions. The recoverable amount of the Retail and Mail Order Pharmacy CGU, in which Marley Drug, Gateway Pharmacy and West Olympia Pharmacy are included, has been determined based on value in use for the year ended December 31, 2025.
(a) Key assumptions used in valuation calculations
The calculation of value in use for all the CGUs or group of CGUs is most sensitive to the following assumptions:
(i) Discount rate
Discount rates reflect the current market assessment of risks specific to each CGU or group of CGUs. The discount rate was estimated based on the weighted average cost of capital calculated based on the Company’s performance relative to its industry. This rate was further adjusted to reflect the market assessment of any risk specific to the CGU or group of CGUs for which future estimates of cash flows have not been adjusted. The discount rate used during the value in use assessment completed at December 31, 2025, was 13.00%.
(ii) Operating margin
Forecasted operating margins are based on actual operating margins, less operational expenses achieved in the preceding years, plus adjustments to normalize the forecast for any non-reoccurring items. Margins are kept constant over the forecast period, with the exception of adjustments made in relation to inflation in future periods, unless management has started an efficiency improvement process.
(iii) Revenue growth rates
Revenue growth rates are based on approved budgets, published research, and current customer contracts. Management considers various factors when assessing revenue growth rates used within their assessment, including, changes in customer demographic and attrition of current customer base. The revenue growth rate used during the assessment completed at December 31, 2025 was approximately 2% on average over the forecast period.
8. Capital Stock
(a) Authorized
The Company has authorized share capital of an unlimited number of common voting shares, an unlimited number of Class A common shares and an unlimited number of preferred shares. The preferred shares may be issued in one or more series, and the directors may fix prior to each series issued, the designation, rights, privileges, restrictions and conditions attached to each series of preferred shares.
| 11 |
| Notes to the Condensed Consolidated Interim Financial Statements (expressed in thousands of Canadian dollars, except per share amounts) (unaudited) |
8 .Capital Stock (continued)
(b) Shares issued and outstanding
Shares issued and outstanding are as follows:
|
|
| Number of common shares |
|
| Amount |
| ||
| Balance, December 31, 2024 |
|
| 10,436,313 |
|
| $ | 81,014 |
|
| Balance, December 31, 2025 |
|
| 10,436,313 |
|
| $ | 81,014 |
|
| Balance, June 30, 2026 |
|
| 10,436,313 |
|
| $ | 81,014 |
|
(c) Stock option plan
The Company has a stock option plan which is administered by the Board of Directors of the Company with stock options granted to directors, management, employees and consultants as a form of compensation. The number of common shares reserved for issuance of stock options is limited to a maximum of 2,934,403 common shares of the Company at any time. The stock options generally have a maximum term of between five and ten years and vest within a five-year period from the date of grant.
Changes in the number of options outstanding during the three months ended June 30, 2026 and 2025 is as follows:
| Six months ended June 30 |
| 2026 |
|
| 2025 |
| ||||||||||
|
|
| Options |
|
| Weighted average exercise price |
|
| Options |
|
| Weighted average exercise price |
| ||||
| Balance, beginning of period |
|
| 1,162,000 |
|
| $ | 1.24 |
|
|
| 1,237,700 |
|
| $ | 1.27 |
|
| Forfeited, cancelled or expired |
|
| (147,000 | ) |
|
| (1.25 | ) |
|
| (52,700 | ) |
|
| (1.90 | ) |
| Balance, end of period |
|
| 1,015,000 |
|
| $ | 1.24 |
|
|
| 1,185,000 |
|
| $ | 1.24 |
|
| Options exercisable, end of period |
|
| 789,000 |
|
| $ | 1.24 |
|
|
| 586,000 |
|
| $ | 1.23 |
|
Options outstanding as at June 30, 2026 consist of the following:
| Range of exercise prices |
|
| Number outstanding |
|
| Weighted average remaining contractual life |
| Options outstanding weighted average exercise price |
|
| Number exercisable |
| ||||
| $ | 1.10 |
|
|
| 60,000 |
|
| 0.1 years |
| $ | 1.10 |
|
|
| 60,000 |
|
| $ | 1.20 |
|
|
| 20,000 |
|
| 0.9 years |
| $ | 1.20 |
|
|
| 20,000 |
|
| $ | 1.25 |
|
|
| 935,000 |
|
| 6.7 years |
| $ | 1.25 |
|
|
| 709,000 |
|
| $1.10 ‑ $1.25 |
|
|
| 1,015,000 |
|
| 6.1 years |
| $ | 1.24 |
|
|
| 789,000 |
| |
Compensation expense related to stock options granted during the period or from previous periods under the stock option plan for the three and six months ended June 30, 2026 is a recovery of $8 and $5, respectively (2025 – expense of $30 and $66). The compensation expense was determined based on the fair value of the options at the date of measurement using the Black‑Scholes option pricing model. The expected life of stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.
| 12 |
| Notes to the Condensed Consolidated Interim Financial Statements (expressed in thousands of Canadian dollars, except per share amounts) (unaudited) |
8. Capital Stock (continued)
(d) Per share amounts
The following table reflects the share data used in the denominator of the basic and diluted (loss) earnings per share computations for the three and six months ended June 30, 2025 and 2024:
|
|
| Three months ended June 30, 2026 |
|
| Three months ended June 30, 2025 |
|
| Six months ended June 30, 2026 |
|
| Six months ended June 30, 2025 |
| ||||
| Weighted average shares outstanding for basic earnings per share |
|
| 10,436,313 |
|
|
| 10,436,313 |
|
|
| 10,436,313 |
|
|
| 10,436,313 |
|
| Effects of dilution from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock options |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| Weighted average shares outstanding for diluted earnings per share |
|
| 10,436,313 |
|
|
| 10,436,313 |
|
|
| 10,436,313 |
|
|
| 10,436,313 |
|
Effects of dilution from 1,015,000 stock options were excluded in the calculation of weighted average shares outstanding for diluted income per share for the three and six months ended June 30, 2026 as they are anti-dilutive. Effects of dilution from 1,185,000 stock options were excluded in the calculation of weighted average shares outstanding for diluted loss per share for the three and six months ended June 30, 2025 as they are anti-dilutive.
9. Commitments and contingencies
(a) Commitments
As at June 30, 2026, and in the normal course of business, the Company has obligations to make future payments representing contracts and other commitments that are known and committed as follows:
| 2026 - remaining |
| $ | 1,645 |
|
| 2027 |
|
| 544 |
|
| 2028 |
|
| 70 |
|
| 2029 |
|
| 73 |
|
| 2030 |
|
| 75 |
|
| Total |
| $ | 2,407 |
|
The Company has entered into a manufacturing and supply agreement to purchase a minimum quantity of AGGRASTAT® unfinished product inventory totaling US$150 annually (based on current pricing) until 2027 and a minimum quantity of AGGRASTAT® finished product inventory totaling €490 annually.
Effective January 1, 2026, the Company renewed its business and administration services agreement with GVI Clinical Development Solutions (“GVI-CDS”), under which the Company is committed to pay $7 per month or $85 per year for a one-year term.
Contracts with contract research organizations are payable over the terms of the associated agreements and clinical trials and timing of payments is largely dependent on various milestones being met, such as the number of patients recruited, number of monitoring visits conducted, the completion of certain data management activities, trial completion, and other trial related activities.
| 13 |
| Notes to the Condensed Consolidated Interim Financial Statements (expressed in thousands of Canadian dollars, except per share amounts) (unaudited) |
9. Commitments and contingencies (continued)
(b) Guarantees
The Company periodically enters into research agreements with third parties that include indemnification provisions customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of claims arising from research and development activities undertaken on behalf of the Company. In some cases, the maximum potential amount of future payments that could be required under these indemnification provisions could be unlimited. These indemnification provisions generally survive termination of the underlying agreement. The nature of the indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the condensed consolidated interim financial statements with respect to these indemnification obligations.
(c) Contingencies
In the normal course of business, the Company may from time to time be subject to various claims or possible claims. Although management currently believes there are no claims or possible claims that if resolved would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows, these matters are inherently uncertain and management’s view of these matters may change in the future.
As of June 30, 2026, the Company has identified the following potential contingent liability:
Telephone Consumer Protection Act (“TCPA”) Litigation
On March 4, 2024, a class action complaint was filed in the Northern District Court of Ohio against the Company’s subsidiary, with regards to an unsolicited fax advertisement which has been claimed to be in violation of the federal TCPA legislation.
On December 4, 2025, the Company entered into a settlement agreement with the plaintiff, resulting in the Company agreeing to pay USD$40 to the plaintiff. In addition, a second settlement payment is owed to the plaintiff in the amount of USD$45 should certain conditions be met. The Company has created a provision in the amount of USD$45 (CAD$63) in relation to this contingent liability. The provision is included within accounts payable and accrued liabilities on the condensed consolidated interim statement of financial position. No future legal claims are to be placed on either party and the terms of the agreement are to remain confidential.
10. Related party transactions
(a) Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. The Board of Directors, Chief Executive Officer and Chief Financial Officer are key management personnel for all periods. The Company’s President and Chief Operating Officer was included within key management personnel until his resignation, effective May 31, 2026.
In addition to their salaries, the Company also provides non‑cash benefits and participation in the stock option plan. The following table details the compensation paid to key management personnel:
|
|
| Three months ended June 30, 2026 |
|
| Three months ended June 30, 2025 |
|
| Six months ended June 30, 2026 |
|
| Six months ended June 30, 2025 |
| ||||
| Salaries, fees and short-term benefits |
| $ | 174 |
|
| $ | 206 |
|
| $ | 354 |
|
| $ | 386 |
|
| Share-based payments |
|
| (17 | ) |
|
| 17 |
|
|
| (12 | ) |
|
| 38 |
|
|
|
| $ | 157 |
|
| $ | 223 |
|
| $ | 342 |
|
| $ | 424 |
|
| 14 |
| Notes to the Condensed Consolidated Interim Financial Statements (expressed in thousands of Canadian dollars, except per share amounts) (unaudited) |
10. Related party transactions (continued)
(b) Transactions with related parties
Directors and key management personnel control 27% of the voting shares of the Company as at June 30, 2026 (December 31, 2025 – 27%).
During the three and six months ended June 30, 2026 the Company paid GVI-CDS, a company controlled by the Chief Executive Officer, a total of $156 and $332 (2025 - $63 and $103) for clinical research services, $27 and $48, respectively, (2025 – $21 and $42) for business administration services, $57 and $113, respectively, (2025 – $56 and $111) in rental costs and $16 and $32, respectively, (2025 – $14 and $21 for information technology support services. As described in note 10(a), the business administration services summarized above are provided to the Company through a consulting agreement with GVI-CDS.
On June 24, 2024, the Company announced that it had signed an asset purchase agreement with CanAm Bioresearch Inc. (“CanAm”) for the acquisition of the patent and intellectual property related to all of the assets of CanAm as they relate to the business of developing pyridoxal 5'-phosphate analogues (“P5P Analogues”). In exchange for these assets, Medicure is to provide consideration of $100 upon closing of the transaction, which is subject to regulatory approval, in addition to $500 upon the Company filing its first investigational new drug application, $250 upon the Company filing its first New Drug Application and $500 upon the Company obtaining NDA approval for the P5P Analogues. In addition, Medicure shall pay to CanAm 10% of net proceeds received with respect to transactions relating to the Assets, including: (i) the sale or transfer of all or substantially all of the Assets to a third party purchaser who is not an affiliate of Medicure; (ii) any license to develop, commercialize, use, offer for sale, sell, import, export or exploit P5P Analogues up to a maximum value payable to CanAm of $20,000 and (iii) the sale of an United State Food and Drug Administration priority review voucher obtained in connection with the development of P5P Analogues.
These transactions have been measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
As at June 30, 2026, included in accounts payable and accrued liabilities is $252 (December 31, 2025 – $107) payable to GVI -CDS. These amounts are unsecured, payable on demand and non-interest bearing.
Effective October 1, 2021, the Company signed a consulting agreement with its Chief Executive Officer, through ADF Family Holding Corp., a company owned by the Chief Executive Officer, for a term of 36 months, at a rate of $18 per month, increasing to $22 per month effective January 1, 2024. The aforementioned monthly fee shall be reviewed annually on January 1 by the Board of Directors of the Company for each succeeding year during the term of the agreement and may be adjusted at the sole discretion of the Board of Directors. The Company may terminate the agreement at any time upon 120 days’ written notice. As at June 30, 2026, there are no outstanding amounts (December 31, 2025 - nil) payable to ADF Family Holding Corp. as a result of this consulting agreement.
Effective June 1, 2022, the Company signed a consulting agreement with its Chief Financial Officer, through 10055098 Manitoba Ltd., a company owned by the Chief Financial Officer. Effective January 1, 2025, the rate was changed to $14 per month. The aforementioned fee shall be reviewed annually on January 1. The Company can terminate the agreement with 30 days’ written notice; otherwise, the agreement has an indefinite term. As at June 30, 2026, there were no amounts payable to 10055098 Manitoba Ltd. (December 31, 2025 - nil).
| 15 |
| Notes to the Condensed Consolidated Interim Financial Statements (expressed in thousands of Canadian dollars, except per share amounts) (unaudited) |
11. Segmented information
The Company operates under two segments, the marketing and distribution of commercial products and the operation of retail and mail order pharmacies.
Revenue generated from external customers from the marketing and distribution of commercial products for the three and six months ended June 30, 2026 and 2025 was 100% from sales to customers in the United States.
During the six months ended June 30, 2026, 100% of total revenue from the marketing and distribution of commercial products was generated from seven customers. Customer A accounted for 28%, Customer B accounted for 22%, Customer C accounted for 44% and the remaining four customers accounted for approximately 6% of revenue.
During the six months ended June 30, 2025, 100% of total revenue from the marketing and distribution of commercial products was generated from seven customers. Customer A accounted for 26%, Customer B accounted for 22%, Customer C accounted for 48% and the remaining four customers accounted for approximately 4% of revenue.
The Company’s property and equipment, intangible assets and goodwill are located in the following countries:
|
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
| Canada |
| $ | 272 |
|
| $ | 374 |
|
| United States |
|
| 8,740 |
|
|
| 9,325 |
|
| Barbados |
|
| 3,052 |
|
|
| 3,254 |
|
|
|
| $ | 12,064 |
|
| $ | 12,953 |
|
The financial measures reviewed by the Company’s chief operating decision maker are presented separately for the six months ended June 30, 2026:
| June 30, 2026 |
| Marketing and Distribution of Commercial Products |
|
| Retail and Mail Order Pharmacy |
|
| Total |
| |||
| Revenue |
| $ | 3,746 |
|
| $ | 11,628 |
|
| $ | 15,374 |
|
| Cost of goods sold |
|
| (1,637 | ) |
|
| (7,018 | ) |
|
| (8,655 | ) |
| Operating expenses |
|
| (5,519 | ) |
|
| (2,920 | ) |
|
| (8,439 | ) |
| Finance Income (expense), net |
|
| (26 | ) |
|
| (3 | ) |
|
| (29 | ) |
| Foreign exchange loss, net |
|
| (27 | ) |
|
| - |
|
|
| (27 | ) |
| Net income (loss) before income taxes |
| $ | (3,463 | ) |
| $ | 1,687 |
|
| $ | (1,776 | ) |
The financial measures reviewed by the Company’s chief operating decision maker are presented separately for the six months ended June 30, 2025:
| June 30, 2025 |
| Marketing and Distribution of Commercial Products |
|
| Retail and Mail Order Pharmacy |
|
| Total |
| |||
| Revenue |
| $ | 4,688 |
|
| $ | 7,465 |
|
| $ | 12,153 |
|
| Cost of goods sold |
|
| (1,870 | ) |
|
| (4,006 | ) |
|
| (5,876 | ) |
| Operating expenses |
|
| (4,912 | ) |
|
| (2,719 | ) |
|
| (7,631 | ) |
| Finance Income (expense), net |
|
| (36 | ) |
|
| 90 |
|
|
| 54 |
|
| Foreign exchange loss, net |
|
| (84 | ) |
|
| - |
|
|
| (84 | ) |
| Net income (loss) before income taxes |
| $ | (2,214 | ) |
| $ | 830 |
|
| $ | (1,384 | ) |
| 16 |
EXHIBIT 99.2
Management's Discussion and Analysis
for the three and six months ended June 30, 2026
MEDICURE INC.
Prepared by Management without review by the Company’s auditor
| 1 |
Message to Shareholders, August 2026
Medicure’s business growth now has five focuses:
ZYPITAMAG® (pitavastatin) sales continue to grow from Marley Drug and insured customers. Applying the learnings from the past couple of years and with the addition of Marley Drug’s direct to consumer market for cash paying customers is working.
Marley Drug and Pharmacy Business - Marley Drug fits well with our vision and provides excellent customer service, competitive medications, immediate direct to patient delivery, and is licensed in all 50 states, Washington D.C. and Puerto Rico. The e-commerce addition is growing slowly, and the Company expanded its pharmacy business with the additions of Gateway Medical Pharmacy and West Olympia Pharmacy during the current year. The combined business will be well positioned to strengthen our existing national platforms, including accelerating the growth of ZYPITAMAG®, realizing on material synergies and generating substantial shareholder value.
MC-1 for PNPO – The Phase 3 Pivotal trial for treatment of Pyridoxal 5’-phosphate dependent epilepsy (PNPO deficiency) with the legacy product, MC-1 is ongoing. For this indication, MC-1 has received Orphan Drug status and a Rare Pediatric Disease Designation from the FDA, providing significant value as we work diligently towards FDA approval.
AGGRASTAT® (tirofiban hydrochloride) injection continues to hold significant market share in the US and Medicure continues to be the only Company to offer the 3.75mg bolus vial format of AGGRASTAT®. We continue to market the benefits of AGGRASTAT® and nurture brand loyalty.
MC-008 – new chemical entity analogues of pyridoxal 5’-phosphate for the treatment of a number of clinical indications yet to be announced.
Medicure remains focused on growing revenue and earnings with the existing business and further exploration of adding revenue generating products and businesses. On behalf of the Board of Directors, I want to thank our shareholders, stakeholders and employees for their continued support while we manage our business. We remain committed to creating value for you, our valued shareholders.
Yours sincerely,
Albert D. Friesen, Ph.D.
Chairman and Chief Executive Officer
| 2 |
| Management’s Discussion and Analysis |
The following management’s discussion and analysis (“MD&A”) is current as of August 13, 2026 and should be read in conjunction with Medicure Inc.’s (“Medicure” or the “Company”) audited consolidated financial statements for year ended December 31, 2025 which have been prepared under International Financial Reporting Standards (“IFRS”), the Company's annual report on Form 20‑F for the year ended December 31, 2025 and the unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2026. This MD&A was prepared with reference to National Instrument 51-102 “Continuous Disclosure Obligations” of the Canadian Securities Administrators. Except as otherwise noted, the financial information contained in this MD&A and in the Company’s consolidated financial statements has been prepared in accordance with IFRS. Additional information regarding the Company is available on SEDAR at www.sedarplus.ca and at the Company's website at www.medicure.com.
All dollar amounts here within are expressed in thousands of Canadian dollars, except per share amounts and where otherwise noted.
FORWARD‑LOOKING STATEMENTS
This MD&A contains forward‑looking information as defined in applicable securities laws (referred to herein as “forward‑looking statements”) that reflect the Company’s current expectations and projections about its future results. All statements other than statements of historical fact are forward‑looking statements. Forward‑looking statements are based on the current assumptions, estimates, analysis and opinions of management of the Company made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors which the Company believes to be relevant and reasonable in the circumstances.
The Company uses words such as “believes,” “may,” “plan,” “will,” “estimate,” “continue,” “anticipates,” “intends,” “expects,” and similar expressions to identify forward‑looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties, both known and unknown, as well as other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward‑looking statements.
Specifically, this MD&A contains forward‑looking statements regarding, but not limited to:
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| · | the Company’s intention to sell and market its acute care cardiovascular drug, AGGRASTAT®, in the United States and its territories through its U.S. subsidiary, Medicure Pharma Inc.; |
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| · | the Company’s intention to sell and market its cardiovascular drug, ZYPITAMAG®, in the United States and its territories through its U.S. subsidiary, Medicure Pharma Inc.; |
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| · | the Company’s intention to sell and market its pharmaceutical products in the United States and its territories through Marley Drug, Inc. (“Marley Drug”) and its newly acquired U.S. subsidiaries, Gateway Medical Pharmacy Inc. (“Gateway Pharmacy”) and West Olympia Pharmacy, LLC (“West Olympia Pharmacy”), (collectively known as the “Pharmacy Business Segment”) |
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| · | the Company’s intention to develop and implement clinical, regulatory and other plans to generate an increase in the value of AGGRASTAT®; |
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| · | the Company’s intention to expand or otherwise improve the approved indications and/or dosing information contained within AGGRASTAT®’s approved prescribing information; |
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| · | the Company’s intention to increase sales of AGGRASTAT® and ZYPITAMAG®; |
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| · | the Company’s intention to increase sales through Marley Drug, Gateway Pharmacy and West Olympia Pharmacy; |
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| · | the Company’s intention to develop MC-1 for the treatment of pyridox(am)ine 5’-phosphate oxidase (“PNPO”) deficiency; |
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| · | the likelihood of the Company to receive a priority review voucher from the United States Food and Drug Administration (“FDA”) in regards to its development work for MC-1; |
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| · | the Company’s intention to investigate and advance other product opportunities; |
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| · | the Company’s intention to develop and commercialize additional cardiovascular generic drug products; |
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| · | the Company’s intention and ability to obtain regulatory approval for its products and potential products; |
| 3 |
| Management’s Discussion and Analysis |
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| · | the Company’s expectations with respect to the cost of testing and commercialization of its products and potential products; |
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| · | the Company’s sales and marketing strategy; |
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| · | the Company’s anticipated sources of revenue; |
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| · | the Company’s intentions regarding the protection of its intellectual property; |
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| · | the Company’s intention to identify, negotiate and complete business development transactions (e.g. the sale, purchase, or license of pharmaceutical products or services); |
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| · | the Company’s business strategy; and |
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| · | the Company’s expectation that it will not pay dividends in the foreseeable future. |
Inherent in forward‑looking statements are known and unknown risks, uncertainties and other factors beyond the Company’s ability to predict or control that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward‑looking statements. Such risk factors include, among others, the Company’s future product revenues, stage of development, additional capital requirements, risks associated with the completion and timing of clinical trials and obtaining regulatory approval to market the Company’s products, the ability to protect its intellectual property, dependence upon collaborative partners, changes in government regulation or regulatory approval processes, and rapid technological change in the industry. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward‑looking statements.
Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward‑looking statements contained in this MD&A. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about:
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| · | general business and economic conditions; |
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| · | the impact of changes in Canadian-U.S. dollar and other foreign exchange rates on the Company's revenues, costs and results; |
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| · | the timing of the receipt of regulatory and governmental approvals for the Company's research and development projects; |
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| · | the availability of financing for the Company's commercial operations and/or research and development projects, or the availability of financing on reasonable terms; |
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| · | results of current and future clinical trials; |
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| · | uncertainties associated with the acceptance and demand for new products; |
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| · | changes in regards to pharmacy regulations; |
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| · | clinical trials not being unreasonably delayed and expenses not increasing substantially; |
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| · | government regulation not imposing requirements that significantly increase expenses or that delay or impede the Company's ability to bring new products to market; |
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| · | the Company's ability to attract and retain skilled management and staff; |
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| · | the Company’s ability, amid circumstances and decisions beyond the Company’s control, to maintain adequate supply of product for commercial sale; |
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| · | inaccuracies and deficiencies in the scientific understanding of the interaction and effects of pharmaceutical treatments when administered to patients; |
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| · | market competition; |
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| · | tax benefits and tax rates; and |
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| · | the Company's ongoing relations with its employees and its business partners. |
| 4 |
| Management’s Discussion and Analysis |
Although management of the Company believes that these forward‑looking statements are based on reasonable assumptions, a number of factors could cause the future results, performance or achievements of the Company to be materially different from the actual results, performance or achievements expressed or implied by such forward‑looking statements. The forward‑looking statements contained in this MD&A, and in any documents incorporated by reference herein, are expressly qualified by this cautionary statement. The Company cautions the reader that the foregoing list of important factors and assumptions is not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed herein, or implied by, these forward‑looking statements. The reader should also carefully consider the matters discussed under Risks and Uncertainties in this MD&A which provides additional risks and uncertainties relating to the Company and its business. The Company undertakes no obligation to update publicly or otherwise revise any forward‑looking statements or the foregoing list of factors, whether as a result of new information or future events or otherwise, other than as required by applicable legislation.
OVERVIEW OF THE COMPANY
Medicure is a company focused on the development and commercialization of pharmaceuticals and healthcare products for patients and prescribers in the United States market and sales to the retail public of pharmaceutical products. The Company’s present focus is the sale and marketing of its cardiovascular products, AGGRASTAT®, ZYPITAMAG® and increasing its e-commerce and mail order pharmaceutical business in all 50 U.S. states through Marley Drug. The cardiovascular products are distributed in the United States and its territories through the Company’s U.S. subsidiary, Medicure Pharma Inc. The Company’s registered office and head office is located at 2-1250 Waverley Street, Winnipeg, Manitoba, R3T 6C6.
The Company’s first commercial product was AGGRASTAT®, a glycoprotein inhibitor (“GPI”), used for the treatment of non ST elevation acute coronary syndrome (“NSTE-ACS”), including unstable angina (“UA”), which is characterized by chest pain when one is at rest, and non Q wave myocardial infarction (“MI”). The Company acquired an exclusive license to sell ZYPITAMAG® in the U.S. and launched ZYPITAMAG® in May 2018 in the United States. In September 2019 the Company acquired the full rights and ownership of ZYPITAMAG®.
On December 17, 2020, the Company acquired Marley Drug, a leading specialty pharmacy serving customers across the United States for an upfront payment on closing of USD$6.3 million, subject to certain holdbacks, as well as additional payments based on future performance of Marley Drug. Marley Drug Marley Drug provides excellent customer service, cost competitive medications, immediate direct to patient delivery, and is licensed in 50 states, Washington D.C. and Puerto Rico. Its advanced operation includes automated pill dispensing, an extended supply generic drug program, and an effective customer communication system. Marley Drug has been successful in marketing directly to customers, providing access to medications without the need for insurance, and building a nationwide customer base in the United States.
On March 11, 2025, the Company acquired Gateway Pharmacy, an independent retail and compounding pharmacy located in Portland, Oregon, for total consideration of USD$580. Gateway Pharmacy is located in a medical office building near major transportation lines and multiple healthcare clinics and centers. In addition to regular customers, the pharmacy services multiple long-term care facilities and provides non-sterile compounding services.
On June 16, 2025, the Company acquired West Olympia Pharmacy, an independent retail pharmacy located in Olympia, Washington, for an upfront payment on closing of USD$1.3 million, subject to certain holdbacks. West Olympia Pharmacy has a substantial customer base, which will allow for additional marketing opportunities of exclusive products such as ZYPITAMAG® through the pharmacy.
The Company’s research and development program is focused on making selective research and development investments in generic and reformulation product opportunities, as well as continuing the development and implementation of its regulatory, brand and life cycle management strategy for AGGRASTAT® and ZYPITAMAG®, while also focusing on its ongoing research and development of MC-1 for PNPO and MC-008.
The Phase 3 Pivotal trial for treatment of Pyridoxal 5’-phosphate dependent epilepsy (PNPO deficiency) with the legacy product, MC-1 is ongoing. For this indication, MC-1 has received Orphan Drug status and a Rare Pediatric Disease Designation from the FDA, providing significant value as the Company works diligently towards FDA approval.
MC-008, new chemical entity analogues of pyridoxal 5’-phosphate for the treatment of a number of clinical indications yet to be announced, was acquired in 2024.
| 5 |
| Management’s Discussion and Analysis |
RECENT DEVELOPMENTS
MEDICURE ANNOUNCES BOARD OF DIRECTORS AND EXECUTIVE CHANGES
The Company announced the resignation of its President and Chief Operating Officer, Dr. Neil Owens, effective on or before May 31, 2026. The Company’s Chief Executive Officer, Dr. Albert Friesen, assumed the responsibilities as President to ensure continuity of leadership and operations.
On May 21, 2026, the Company announced the appointment of Kerrie Hayes to the board of directors of the Company. Kerrie Hayes is currently the Director, Research Contracts at the University of Manitoba. In this role she provides institutional oversight for complex research agreements and international partnership contracting. Previously, Ms. Hayes was Director of Business Development at Medicure and Intellectual Property Manager at a life sciences incubator. She holds an M.Sc. in Biosciences from the University of Winnipeg. Ms. Hayes replaces Peter Quick, who stepped down as a director, as a member of the board of directors of the Company.
Effective, July 24, 2026, the Company’s Chief Financial Officer, Haaris Uddin, resigned from the role and James Kinley, the Company’s previous Chief Financial Officer from 2011 to 2021 and a current member of the board of directors was named interim Chief Financial Officer.
COMMERCIAL
The Company’s retail pharmacy business segment, Marley Drug, Gateway Pharmacy and West Olympia Pharmacy, provide customers with access to their medications without the need for insurance.
Marley Drug recorded $3.4 million and $6.6 million of net revenue during the three and six months ended June 30, 2026 compared to $3.1 million and $6.2 million, during the three and six months ended June 30, 2025. Of this amount, $1.3 million and $2.0 million is attributable to sales of ZYPITAMAG® during the three and six months ended June 30, 2026, in comparison to $908 and $1.5 million during the three and six ended June 30, 2025. The increase in revenue through Marley Drug is attributable to the increase in ZYPITAMAG® sales through the pharmacy.
On March 11, 2025, the Company acquired Gateway Pharmacy, an independent retail pharmacy located in Portland, Oregon. Gateway Pharmacy recorded net revenue of $709 and $1,462 during the three months ended June 30, 2026, in comparison to net revenue of $764 and $939 during the three months ended June 30, 2025. Given the pharmacy was acquired on March 11, 2025, the revenue recorded during the prior period was only related to product sales between March 11, 2025 to June 30, 2025.
On June 16, 2025, the Company acquired West Olympia Pharmacy, an independent retail pharmacy with a substantial customer base, located in Olympia Washington. During the three and six months ended June 30, 2026, West Olympia Pharmacy contributed net revenue of $1.8 million and $3.5 million, respectively in comparison to net revenue of $328 and $328 for the three and six months ended June 30, 2025. Given West Olympia Pharmacy was acquired on June 16, 2025, the revenue recorded during the prior period was on related to products sales between June 16, 2025 and June 30, 2025.
Going forward and contingent on sufficient finances being available, the Company intends to further expand revenue through marketing and promotional activities, strategic investments related to ZYPITAMAG® , in addition, the Company plans on expanding its customer base for its e-commerce platform to grow its retail pharmacy business segment, as well as licensing, acquisition and/or development of other pharmaceutical products or businesses that fit the commercial organization.
Net ZYPITAMAG® product sales through the traditional insured channel for the three and six months ended June 30, 2026 were $850,000 and $2.1 million, respectively, compared to $751,000 and $1.3 million during the three and six months ended June 30, 2025.
The Company sells ZYPITAMAG® to drug wholesalers, who subsequently sell ZYPITAMAG® to pharmacies who in turn sell the product to patients. In addition, the Company also markets ZYPITAMAG® through its e-commerce and mail order pharmacy business in all 50 U.S. states through Marley Drug. Sales of ZYPITAMAG® through Marley Drug are reported under Marley Drug revenue. The increase in ZYPITAMAG® revenue through the traditional insured channel during the three and six months ended June 30, 2026 can be attributed to an increase in utilization of the product through insurance formularies.
| 6 |
| Management’s Discussion and Analysis |
The Company primarily sells finished AGGRASTAT® to drug wholesalers. These wholesalers subsequently sell AGGRASTAT® to hospitals where health care providers administer the drug to patients. Wholesaler management decisions to increase or decrease their inventory of AGGRASTAT® may result in sales of AGGRASTAT® to wholesalers that do not track directly with demand for the product at hospitals.
Net AGGRASTAT® product sales for the three and six months ended June 30, 2026 were $661,000 and $1.6 million, respectively, compared to $1.7 million and $3.4 million during the three and six months ended June 30, 2025.
Hospital demand for AGGRASTAT® has declined during the current year, as the Company continues to have pricing pressures as a result of generics tirofiban hydrochloride, which launched during 2023. However, for the time being the number of hospital customers using AGGRASTAT® continued to remain strong, and the Company continues to work on maintaining its customer base. The Company continues to expect a moderate patient market share despite reduced revenue from the AGGRASTAT® brand.
OUTLOOK
The Company is primarily focusing on:
Growing sales of ZYPITAMAG® in the United States
The Company has continued to see an increase in the sales of ZYPITAMAG® throughout 2025 and the first half of 2026, in comparison to prior years. The acquisition of Marley Drug and the launch of the e-commerce platform allows the Company to reach consumers in all 50 states, Washington D.C. and Puerto Rico. ZYPITAMAG® contributed revenue of $4.1 million ($2.1 million through the traditional insured channels, and an additional $2.0 million through Marley Drug) to the Company for the six month period ended June 30, 2026, an increase from the same period in the prior year, where ZYPITAMAG® provided total revenue of $2.8 million ($1.3 million through the traditional insured channels, and an additional $1.5 million through Marley Drug) to the Company during the six months ended June 30, 2025.
Maintaining AGGRASTAT® sales in the United States
The Company continues to work to maintain the sales of AGGRASTAT® in the United States. The use of AGGRASTAT® is recommended by the AHA and ACC Guidelines for the treatment of ACS. AGGRASTAT® has been shown, to reduce the rate of thrombotic cardiovascular events (combined endpoint of death, myocardial infarction, or refractory ischemia/repeat cardiac procedure) in patients with NSTE ACS.
Operation of the retail pharmacy business segment business and growth of e-commerce platform
The Company continues to operate Marley Drug and recently added Gateway Pharmacy and West Olympia Pharmacy to its retail and mail order pharmacy business segment. During 2022, Marley Drug launched its e-commerce platform, which allows consumers to purchase their FDA approved medications online and have them shipped directly to their residence. The additions of Gateway Pharmacy and West Olympia Pharmacy are expected to help create operational efficiencies for Marley Drug, given their west coast locations, this will allow for faster shipping times to e-commerce customers located on the west coast. Marley Drug, Gateway Pharmacy and West Olympia Pharmacy are expected to continue to provide the Company more channels to sell ZYPITAMAG®.
Acquisitions, licensing or marketing partnerships for new commercial products
The Company continues to explore additional opportunities for the acquisition or licensing of other products and businesses that fit the commercial organization.
Developing additional products
On January 7, 2021, the Company announced that it intends to file an IND application with the FDA pertaining to its legacy product, P5P, MC-1 for the treatment of seizures associated with PNPO deficiency. The majority of patients with PNPO deficiency have mutations in the PNPO gene, which is required for the production of normal levels of P5P. In connection with the IND, the Company will proceed with a Phase 3 clinical trial to treat PNPO deficient patients with a daily dose of MC-1.
| 7 |
| Management’s Discussion and Analysis |
The FDA and the EMA have both granted a Rare Pediatric Disease Designation to MC-1 for the treatment of seizures associated with PNPO deficiency. Additionally, the FDA has granted Orphan Drug Status and a Rare Pediatric Disease Designation to MC-1 for the treatment of PNPO deficiency. Under the Creating Hope Act passed into federal law in 2012, the FDA grants a Rare Pediatric Disease Designation for serious and life-threatening diseases that primarily affect children ages 18 years or younger and fewer than 200,000 people in the United States. If an NDA for MC-1 for patients with PNPO deficiency is approved, the Company may be eligible to receive a PRV from the FDA, which can be redeemed to obtain priority review for any subsequent marketing application.
RESEARCH AND DEVELOPMENT
The Company’s research and development activities are predominantly conducted by its wholly-owned Barbadian subsidiary, Medicure International Inc.
NDA and Abbreviated New Drug Application (“ANDA”) Products
The Company has been devoting significant resources to its research and development programs, including, but not limited to the development of MC-1 for the treatment of PNPO deficiency.
On January 7, 2021, the Company announced that it intends to file an IND with the FDA pertaining to its legacy product P5P, also referred to as MC-1 for the treatment of seizures associated with PNPO deficiency. The majority of patients with PNPO deficiency have mutations in the PNPO gene, which is required for the production of normal levels of P5P. In connection with the IND, the Company will proceed with a Phase 3 clinical trial to treat PNPO deficient patients with a daily dose of MC-1.
The FDA and the EMA have both granted a Rare Pediatric Disease Designation to MC-1 for the treatment of seizures associated with PNPO deficiency. Additionally, the FDA has granted Orphan Drug Status and a Rare Pediatric Disease Designation to MC-1 for the treatment of PNPO deficiency. Under the Creating Hope Act passed into federal law in 2012, the FDA grants a Rare Pediatric Disease Designation for serious and life-threatening diseases that primarily affect children ages 18 years or younger and fewer than 200,000 people in the United States. If an NDA for MC-1 for patients with PNPO deficiency is approved, the Company may be eligible to receive a PRV from the FDA, which can be redeemed to obtain priority review for any subsequent marketing application.
The Company had also been devoting significant resources towards the development of TARDOXALTM for neurological conditions such as Tardive Dyskinesia. This work included, but was not limited to, working with the FDA to better understand and refine the next steps in development of the product. The advancement of TARDOXALTM is currently on hold.
On June 24, 2024, the Company announced that it had signed an asset purchase agreement for the acquisition of the patent and intellectual property related to the discovery of new chemical entities that can be developed for therapeutic use. The Company believes that the new chemical entities hold promise to provide improvements over existing lead compounds in alignment with the treatment of diseases being targeted by Medicure and could provide significant value upon completion of all required non-clinical and clinical studies and regulatory approval.
AGGRASTAT®
One of the ongoing research and development activities is the continued development and further implementation of a new regulatory, brand and life cycle management strategy for AGGRASTAT®. The extent to which the Company is able to invest in this plan is dependent upon the availability of sufficient finances and the expected returns from those investments.
The Company funded a number of investigator sponsored research projects targeting contemporary utilization of AGGRASTAT® relative to its competitors.
| 8 |
| Management’s Discussion and Analysis |
On January 27, 2021, the Company announced the early completion of iSPASM, a randomized, double-blind, single-center, Phase 1/2a trial aimed at assessing the safety of long-term (7-day) use of AGGRASTAT® injection vs. placebo in patients with aneurysmal subarachnoid hemorrhage (aSAH) (NCT03691727). The primary endpoint in the 30 patient study was hemorrhagic changes evident on head CT and/or MRI assessed by the rates of symptomatic and asymptomatic bleeding. iSPASM was funded by an unrestricted educational grant from Medicure. This study does not imply efficacy of AGGRASTAT® in patients with aSAH. Based on positive results of the impact of AGGRASTAT on micro-thrombi, in 2024 the Company is providing support for the TRIATHLON clinical trial submitted for NIH support as a phase 1/2A, randomized, double-blinded, clinical trial to test the null hypothesis that tirofiban is unsafe in the setting of ischemic stroke treated via Endovascular thrombectomy (EVT). The Company believes that TRIATHLON provides an important opportunity to address the critical, urgent, and unmet need to improve the efficacy of EVT and mitigate the devastating consequences of large vessel occlusion (LVO). This new study will provide valuable information on dosing towards the potential benefits of AGGRASTAT therapy in mitigating the effect of micro-thrombi and improving long-term functional outcomes in patients with ischemic stroke due to LVO. Please note that the use of AGGRASTAT® in neurointerventions, EVT and/or LVO has not been approved by the FDA. As of this time, neither AGGRASTAT® nor any of the GP IIb/IIIa inhibitors are indicated for the use in stroke patients. AGGRASTAT® is approved for use in NSTE-ACS patients.
The following table summarizes the Company’s research and development programs, their therapeutic focus and their stage of development.
| Product Candidate | Therapeutic focus | Stage of Development |
| AGGRASTAT® | Acute Cardiology | Approved/Marketed |
| ZYPITAMAG® | Primary Hyperlipidemia or Mixed Dyslipidemia | Approved/Marketed |
| MC-1 | Rare Pediatric Disease | IND filed, Phase 3 |
| TARDOXALTM | Tardive Dyskinesia | IND filed, on hold |
| P5P Analogues | Not yet disclosed | Pre-clinical development |
OTHER PRODUCTS
The Company is investing in the research and development of other new product development opportunities. The Company is also exploring opportunities to grow the business through acquisition. The Company has evaluated and continues to evaluate the acquisition or license of other approved commercial products with the objective of further broadening its product portfolio and generating additional revenue.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Information about key assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year are included in the following notes to the consolidated financial statements for the year ended December 31, 2025:
|
| · | Note 3(e): The accruals for returns, chargebacks, rebates and discounts |
Chargebacks are considered the most significant estimates and result from wholesalers selling the Company’s products to end hospitals at prices lower than the wholesaler acquisition cost, which results in variable consideration for the Company. The provision is estimated using historical chargeback experience, timing of actual chargebacks processed during the year, expected chargeback levels based on the remaining products in the wholesaler distribution channel and pricing differences. Estimating the chargeback accrual is complex and judgmental due to the level of uncertainty involved in management’s estimates for product that remains in the wholesaler distribution channel as at year-end, the extent of product sales that were expected to be subject to chargebacks and pricing differences.
|
| · | Note 3(i): The measurement and useful lives of intangible assets |
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| · | Note 3(q): The measurement and valuation of intangible assets acquired and recorded as business combinations |
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| · | Note 3(I): Impairment of non-financial assets |
| 9 |
| Management’s Discussion and Analysis |
The Company’s annual goodwill impairment test is based on value-in-use calculations that use a discounted cash flow model. These calculations require the use of estimates and forecasts of future cash flows. The recoverable amount is most sensitive to the discount rate, revenue growth rate, and operating margin. The key assumptions used to determine the recoverable amount are further explained in note 9 of the consolidated financial statements for the year ended December 31, 2025.
Valuation of financial instruments
Financial Assets
Initial recognition and measurement
Upon recognition of a financial asset, classification is made based on the business model for managing the asset and the asset’s contractual cash flow characteristics. The financial asset is initially recognized at its fair value and subsequently classified and measured as (i) amortized cost; (ii) fair value through other comprehensive income (“FVOCI”); or (iii) fair value through profit or loss (“FVTPL”). Financial assets are classified as FVTPL if they have not been classified as measured at amortized cost or FVOCI. Upon initial recognition of an equity instrument that is not held-for-trading, the asset is recorded as FVTPL unless the Company irrevocably designates the presentation of subsequent changes in the fair value of such equity instrument as FVOCI.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets measured at amortized cost
A financial asset is subsequently measured at amortized cost, using the effective interest method and net of any impairment allowance, if the asset is held within a business whose objective is to hold assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and interest. Cash and cash equivalents, restricted cash, accounts receivable and other assets are classified within this category.
Financial assets at FVTPL
Financial assets measured at FVTPL are carried in the consolidated statements of financial position at fair value with changes in fair value therein recognized in the consolidated statement of net income (loss) and comprehensive income (loss). There are presently no assets classified within this category.
Financial assets at FVOCI
Financial assets measured at FVOCI are carried in the statement of financial position at fair value with changes in fair value therein recognized in the statement of consolidated statement of net loss and comprehensive loss. The investment in Sensible Medical was designated within this category.
Financial liabilities
Initial recognition and measurement
The Company recognizes a financial liability on the trade date in which it becomes a party to the contractual provisions of the instrument at fair value plus any directly attributable costs. Financial liabilities are subsequently measured at amortized cost or FVTPL and are not subsequently reclassified. The Company’s financial liabilities are accounts payable and accrued liabilities, royalty obligation and acquisition payable which are recognized on an amortized cost basis. Financial liabilities measured at FVTPL include contingent consideration resulting from business combinations as defined by IFRS 9.
The royalty obligation was recorded at its fair value at the date at which the liability was incurred and subsequently measured at amortized cost using the effective interest rate method at each reporting date. Estimating fair value for this liability required determining the most appropriate valuation model which was dependent on its underlying terms and conditions. This estimate also required determining expected revenue from AGGRASTAT® sales and an appropriate discount rate and making assumptions about them.
Contingent consideration resulting from a business combination are valued at fair value at the acquisition date as part of the business combination and subsequently fair valued as described in the business combination policy below.
| 10 |
| Management’s Discussion and Analysis |
Derecognition
A financial asset or, where applicable a part of a financial asset or part of a group of similar financial assets is derecognized when the contractual rights to receive cash flows from the asset have expired; or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the consolidated statements of net loss and comprehensive loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
Fair value of financial instruments
Fair value is determined based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is measured using the assumptions that market participants would use when pricing an asset or liability. Typically, fair value is determined by using quoted prices in active markets for identical or similar assets or liabilities. When quoted prices in active markets are not available, fair value is determined using valuation techniques that maximize the use of observable inputs. When observable valuation inputs are not available, significant judgement is required through determining the valuation technique to apply, the valuation techniques such as discounted cash flow analysis and selecting inputs. The use of alternative valuation techniques or valuation inputs may result in a different fair value.
Transaction costs
Transaction costs for all financial instruments measured at amortized cost, the transaction costs are included in the initial measurement of the financial asset or financial liability and are amortized using the effective interest rate method over a period that corresponds with the term of the financial instruments. Transaction costs for financial instruments classified as FVTPL are recognized as an expense in professional fees, in the period the cost was incurred.
Embedded Derivatives
For financial liabilities measured at amortized cost, under certain conditions, an embedded derivative must be separated from its host contract and accounted for as a derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, a credit rating or credit index, or other variable, provided in the case of a non-financial variable that the variable is not specific to a party to the contract. For financial assets at FVTPL, any embedded derivatives are not separated from its host contract.
Accruals for returns, chargebacks, rebates and discounts
As of June 30, 2026, excluding Marley Drug, Gateway Pharmacy and West Olympia Pharmacy, the Company has two commercially available products that generated revenue, AGGRASTAT® and ZYPITAMAG® (the “Products”) which it sells to United States customers. The Products are sold to wholesalers for resale as well as directly to hospitals and pharmacies, with AGGRASTAT® primarily being sold by the wholesalers to hospitals, while ZYPITAMAG® is primarily sold by wholesalers to pharmacies. Revenue from the sale of the Products is recognized upon the receipt of goods by the wholesaler, or the hospital or pharmacy in the case of a direct sale, at the point in time in which title and control of the transferred goods pass from the Company to the customer. At this point in time, the customer has gained the sole ability to route the goods, and there are no unfulfilled obligations that could affect the customer’s acceptance of the goods. Delivery of the product occurs when the goods have been received at the customer in accordance with the terms of the sale.
| 11 |
| Management’s Discussion and Analysis |
Sales are made subject to certain discounts available for prompt payment, volume discounts, rebates or chargebacks. Revenue from these sales is recognized based on the price specified per the pricing terms of the sales invoices, net of the estimated discounts, rebates or chargebacks. Variable consideration is based on historical information, using the expected value method. Revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. A liability is included within accounts payable and accrued liabilities and is measured for expected payments that will be made to the customers for the discounts in which they are entitled. Sales do not contain an element of financing as sales are made with credit terms within the normal operating cycle of the date of the invoice, which is consistent with market practice.
Through Marley Drug, the Company operates a retail pharmacy and mail order pharmacy business selling pharmaceuticals directly to end users, being individual patients. Revenue for in-store sales is recognized upon payment by the customer. This is the point where all performance obligations have been met with regards to the product sold. Revenue for mail order sales is recognized upon the shipment of the products to the customer, generally at the time the product is picked up from the Company’s premises by the carrier. This is the point where all performance obligations have been met with regards to the product sold.
The measurement of intangible assets
Intangible assets that are acquired separately are measured at cost less accumulated amortization and accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred.
Product licenses are amortized on a straight-line basis over the contractual term of the acquired license. Pharmacy licenses are amortized on a straight-line basis over their estimated useful life of approximately seven years. Patents and drug approvals are amortized on a straight‑line basis over the legal life of the respective patent, ranging from five to twenty years, or its economic life, if shorter. Brand names are amortized on a straight-line basis over the estimated economic life of the brand name estimated at ten years. Trademarks are amortized on a straight‑line basis over the legal life of the respective trademark, being ten years, or its economic life, if shorter. Customer lists are amortized on a straight‑line basis over a period of seven to twelve years, or their economic life, if shorter.
Amortization on product licenses commences when the intangible asset is available for use, which would typically be in connection with the commercial launch of the associated product under the license.
Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses. The costs of servicing the Company's patents and trademarks are expensed as incurred.
The amortization method and amortization period of an intangible asset with a finite useful life are reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates in the condensed consolidated statements of net income (loss) and comprehensive income (loss).
The measurement of the amount and assessment of the recoverability of income tax assets
The Company and its subsidiaries are generally taxable under the statutes of their country of incorporation.
Income tax expense comprises current and deferred taxes. Current taxes and deferred taxes are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in other comprehensive income.
Current taxes are the expected tax receivable or payable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax receivable or payable in respect of previous years.
The Company follows the liability method of accounting for deferred taxes. Under this method, deferred taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred taxes are not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred taxes are measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets and liabilities will be realized simultaneously.
| 12 |
| Management’s Discussion and Analysis |
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
The Company has provided for income taxes, including the impacts of tax legislation in various jurisdictions, in accordance with guidance issued by accounting regulatory bodies, the Canada Revenue Agency, the U.S. Internal Revenue Service, the Barbados Revenue Authority, as well as other state and local governments through the date of the issuance of these consolidated financial statements. Additional guidance and interpretations can be expected and such guidance, if any, could impact future results. While management continues to monitor these matters, the ultimate impact, if any, as a result of the application of any guidance issued in the future cannot be determined at this time.
The Company and its subsidiaries file federal income tax returns in Canada, the United States, Barbados and other foreign jurisdictions, as well as various provinces and states in Canada and the United States, respectively. Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws and the amount and timing of future taxable income. Given the Company operates within a complex structure internationally, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to taxable income and expenses recorded. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions are based on various factors, such as interpretations of tax regulations by each taxable entity and the responsible tax authority. The Company and its subsidiaries have open tax years, primarily from 2011 to 2023, with significant taxing jurisdictions, including Canada, the United States and Barbados. These open years contain certain matters that could be subject to differing interpretations of applicable tax laws and regulations and tax treaties, as they relate to the amount, timing or inclusion of revenues and expenses, or the sustainability of income tax positions of the Company and its subsidiaries. Certain of these tax years may remain open indefinitely.
Such differences of interpretation may arise on a wide variety of issues, depending on the conditions prevailing in the respective company’s domicile. As the Company assesses the probability for litigation and subsequent cash outflow with respect to taxes as remote, no contingent liability has been recognized.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be recognized subsequently if information about facts and circumstances changed. The adjustment would either be treated as a reduction to goodwill if it occurred during the measurement period or in profit or loss, when it occurs subsequent to the measurement period.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration for an acquisition is measured at the fair values of the assets transferred, the liabilities assumed and the equity interests issued at the acquisition date. Transaction costs that are incurred in connection with a business combination, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. Identified assets acquired and liabilities and contingent liabilities assumed are measured initially at fair values at the date of acquisition. On an acquisition-by-acquisition basis, any non-controlling interest is measured either at fair value of the non-controlling interest or at the fair value of the proportionate share of the net assets acquired.
Contingent consideration is measured at fair value on acquisition date and is included as part of the consideration transferred. The fair value of the contingent consideration liability is remeasured at each reporting date with the corresponding gain or loss being recognized in profit or loss.
Goodwill is initially measured at cost, being the excess of fair value of the cost of the business combinations over the Company’s share in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. Any negative difference is recognized directly in the consolidated statements of net income (loss) and comprehensive income (loss). If the fair values of the assets, liabilities and contingent liabilities can only be calculated on a provisional basis, the business combination is recognized using provisional values. Any adjustments resulting from the completion of the measurement process are recognized within twelve months of the date of the acquisition.
Leases
At inception of a contract, the Company must assess whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company must assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and if it has the right to direct the use of the asset. As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease.
| 13 |
| Management’s Discussion and Analysis |
Right-of-use asset
The right-of-use asset is initially measured at cost, which consists of the initial amount of the lease liability adjusted for any lease payments made and any initial direct costs incurred at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received. The right-of-use asset is subsequently amortized from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain re-measurements of the lease liability.
Lease liability
A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. Lease payments included in the measurement of the lease liability comprise fixed payments; variable lease payments that depend on an index or a rate; amounts expected to be payable under any residual value guarantee; the exercise price under any purchase option that the Company would be reasonably certain to exercise; lease payments in any optional renewal period if the Company is reasonably certain to exercise an extension option; and penalties for any early termination of a lease unless the Company is reasonably certain not to terminate early. The Company has elected to not include non-lease components related to premises leases in the determination of the lease liability.
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term.
Estimating the IBR
The Company cannot readily determine the interest rate implicit in its lease; therefore, it uses its IBR to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company “would have to pay,” which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).
NEW STANDARD NOT YET ADOPTED
IFRS 18, Presentation and Disclosure in Financial Statements
In April 2024, IFRS 18, Presentation and Disclosure in Financial Statements was issued and replaces IAS 1.
This new standard introduces new categories and subtotals in the statement of profit or loss where all income and expenses are categorized into one of five categories: operating, investing, financing, income taxes and discontinued operations.
The standard also requires disclosure of management-defined performance measures (“MPM”). MPM is a subtotal of income and expenses that a company uses in public communications outside financial statements. IFRS 18 requires disclosure of information for all of the company’s MPMs within a single note to the financial statements that includes a description of each MPM, how the measure is calculated and a reconciliation to the most comparable line item in the statement of profit or loss.
The standard also introduces a principle for presentation of information in the primary financial statements versus the financial statement notes including the aggregation and disaggregation of such information.
IFRS 18 is effective for annual periods beginning on or after January 1, 2027, and must be applied retrospectively. The Company is assessing the impact of adopting IFRS 18 and although early adoption is permitted, the Company does not anticipate early adoption of this standard.
| 14 |
| Management’s Discussion and Analysis |
SELECTED FINANCIAL INFORMATION
It is important to note that historical patterns of expenditures cannot be taken as an indication of future expenditures. The amount and timing of expenditures and therefore liquidity and capital resources vary substantially from period to period depending on the results of commercial operations, development projects and/or the preclinical and clinical studies being undertaken at any one time and the availability of funding from investors and prospective commercial partners. The selected financial information provided below is derived from the Company's unaudited quarterly condensed consolidated interim financial statements for each of the last eight quarters. All information is presented under IFRS.
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| (in thousands of CDN$, except per share data) |
| June 30, 2026 |
|
| March 31, 2026 |
|
| December 31, 2025 |
|
| September 30, 2025 |
| ||||
| Product sales, net |
| $ | 7,427 |
|
| $ | 7,947 |
|
| $ | 8,543 |
|
| $ | 8,159 |
|
| Cost of goods sold |
|
| (4,229 | ) |
|
| (4,426 | ) |
|
| (5,846 | ) |
|
| (5,386 | ) |
| Gross Profit |
|
| 3,198 |
|
|
| 3,521 |
|
|
| 2,697 |
|
|
| 2,773 |
|
| Selling |
|
| (2,750 | ) |
|
| (1,961 | ) |
|
| (4,301 | ) |
|
| (2,199 | ) |
| General and administrative |
|
| (1,193 | ) |
|
| (1,072 | ) |
|
| (1,469 | ) |
|
| (1,167 | ) |
| Research and development |
|
| (608 | ) |
|
| (855 | ) |
|
| (1,151 | ) |
|
| (717 | ) |
| Finance income (expense), net |
|
| (13 | ) |
|
| (16 | ) |
|
| 70 |
|
|
| (2 | ) |
| Foreign exchange loss, net |
|
| (13 | ) |
|
| (14 | ) |
|
| (18 | ) |
|
| (21 | ) |
| Income tax expense |
|
| (49 | ) |
|
| (9 | ) |
|
| (49 | ) |
|
| (63 | ) |
| Loss for the period |
|
| (1,428 | ) |
|
| (406 | ) |
|
| (4,221 | ) |
|
| (1,396 | ) |
| Basic loss per share |
| $ | (0.14 | ) |
| $ | (0.04 | ) |
| $ | (0.40 | ) |
| $ | (0.13 | ) |
| Diluted loss per share |
| $ | (0.14 | ) |
| $ | (0.04 | ) |
| $ | (0.40 | ) |
| $ | (0.13 | ) |
| (in thousands of CDN$, except per share data) |
| June 30, 2025 |
|
| March 31, 2025 |
|
| December 31, 2024 |
|
| September 30, 2024 |
| ||||
| Product sales, net |
| $ | 6,669 |
|
| $ | 5,484 |
|
| $ | 5,895 |
|
| $ | 5,153 |
|
| Cost of goods sold |
|
| (3,234 | ) |
|
| (2,641 | ) |
|
| (2,454 | ) |
|
| (2,354 | ) |
| Gross Profit |
|
| 3,435 |
|
|
| 2,843 |
|
|
| 3,441 |
|
|
| 2,799 |
|
| Selling |
|
| (2,133 | ) |
|
| (1,829 | ) |
|
| (2,203 | ) |
|
| (1,970 | ) |
| General and administrative |
|
| (1,260 | ) |
|
| (1,099 | ) |
|
| (996 | ) |
|
| (1,191 | ) |
| Research and development |
|
| (741 | ) |
|
| (570 | ) |
|
| (742 | ) |
|
| (795 | ) |
| Other income |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,860 |
|
| Finance income, net |
|
| 20 |
|
|
| 34 |
|
|
| 60 |
|
|
| 18 |
|
| Foreign exchange gain (loss), net |
|
| (49 | ) |
|
| (35 | ) |
|
| 7 |
|
|
| (46 | ) |
| Income tax (expense) recovery |
|
| (58 | ) |
|
| (38 | ) |
|
| (120 | ) |
|
| 5 |
|
| Income (loss) for the period |
|
| (786 | ) |
|
| (694 | ) |
|
| (553 | ) |
|
| 680 |
|
| Basic income (loss) per share |
| $ | (0.08 | ) |
| $ | (0.07 | ) |
| $ | (0.05 | ) |
| $ | 0.07 |
|
| Diluted income (loss) per share |
| $ | (0.08 | ) |
| $ | (0.07 | ) |
| $ | (0.05 | ) |
| $ | 0.07 |
|
The Company recorded a net loss for the three-month period ended June 30, 2026 of $928 compared to net loss of $786 for the three months ended June 30, 2025. Significant variances are as follows:
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| · | Increase in sales through the pharmacy business segment, primarily driven by the acquisitions of Gateway Pharmacy and West Olympia Pharmacy during the prior year. |
|
|
|
|
|
| · | Increase in ZYPITAMAG® sales through the traditional insured channel due to higher utilization of the product on insurance formularies, in addition to an increase sales of ZYPITAMAG® through Marley Drug. |
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|
|
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| Partially offset by: |
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|
|
|
|
| · | Decrease in AGGRASTAT® revenue as a result of a lower volume of product sold due primarily driven by increased pricing pressures from the sale of generic tirofiban hydrochloride. |
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|
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|
| · | Increase in cost of goods sold primarily due to a higher volume of product sold through the pharmacy business segment offset by a decrease in cost of goods sold in relation to a lower volume of AGGRASTAT® product sold. |
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|
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|
|
| · | Increase in selling expenses as a result of the $864 rebate liability issued to the Company from the Centers for Medicare and Medicaid Services (“CMS”) as well as increased costs from the acquisitions of West Olympia Pharmacy during the prior year. |
| 15 |
| Management’s Discussion and Analysis |
RESULTS OF OPERATIONS
Revenue
The change in net revenue for the three and six months ended June 30, 2026 and 2025 is reflected in the following table:
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| ||||||||||||||||||
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|
| Three months ended June 30 |
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| Six months ended June 30 |
| ||||||||||||||||||
| (in thousands of CDN $) |
| 2026 |
|
| 2025 |
|
| Increase (Decrease) |
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| 2026 |
|
| 2025 |
|
| Increase (Decrease) |
| ||||||
| AGGRASTAT® |
| $ | 661 |
|
| $ | 1,709 |
|
| $ | (1,048 | ) |
| $ | 1,640 |
|
| $ | 3,418 |
|
| $ | (1,778 | ) |
| ZYPITAMAG® |
|
| 850 |
|
|
| 751 |
|
|
| 99 |
|
|
| 2,106 |
|
|
| 1,270 |
|
|
| 836 |
|
| Marley Drug |
|
| 3,422 |
|
|
| 3,117 |
|
|
| 305 |
|
|
| 6,649 |
|
|
| 6,198 |
|
|
| 451 |
|
| Gateway Pharmacy |
|
| 709 |
|
|
| 764 |
|
|
| (55 | ) |
|
| 1,462 |
|
|
| 939 |
|
|
| 523 |
|
| West Olympia Pharmacy |
|
| 1,785 |
|
|
| 328 |
|
|
| 457 |
|
|
| 3,517 |
|
|
| 328 |
|
|
| 3,189 |
|
|
|
| $ | 7,427 |
|
| $ | 6,669 |
|
| $ | 758 |
|
| $ | 15,374 |
|
| $ | 12,153 |
|
| $ | 3,221 |
|
Net AGGRASTAT® product sales for the three and six months ended June 30, 2026, were $661 and $1,640, respectively, compared to $1,709 and $3,418 for the three and six months ended June 30, 2025.
The Company primarily sells finished AGGRASTAT® to drug wholesalers. These wholesalers subsequently sell AGGRASTAT® to hospitals where health care providers administer the drug to patients. Wholesaler management decisions to increase or decrease their inventory of AGGRASTAT® may result in sales of AGGRASTAT® to wholesalers that do not track directly with demand for the product at hospitals.
Hospital demand for AGGRASTAT® has declined during the current year, as the Company continues to have pricing pressures as a result of generics tirofiban hydrochloride, which launched during 2023. In 2026, the Company intends on maintaining its current customer base and recovering some of its lost customer base through the addition of value add services for its customers, such as providing training and in-servicing to hospital staff. The Company does not expect its current patient market share to decrease significantly from its current level throughout 2026.
Net ZYPITAMAG® product sales for the three and six month ended June 30, 2026 were $850 and $1,606, respectively, compared to $751 and $1,270 for the three and six months ended June 30, 2025.
The Company sells ZYPITAMAG® to drug wholesalers, who subsequently sell ZYPITAMAG® to pharmacies who in turn sell the product to patients. In addition, the Company also markets ZYPITAMAG® through its e-commerce and mail order pharmacy business in all 50 U.S. states through Marley Drug. Sales of ZYPITAMAG® through Marley Drug are reported under Marley Drug revenue in the above table. The increase in ZYPITAMAG® revenue through the insured channel during the three and six month period ended June 30, 2026, can be attributed to an increase in utilization of the product through insurance formularies. The Company is focused on growing ZYPITAMAG® revenue through the insured channel and through Marley Drug throughout 2026.
Net revenue through Marley Drug during the three and six months ended June 30, 2026 was $3,422 and $6,649, respectively, compared to $3,117 and $6,98 during the three and six months ended June 30, 2025.
Included within Marley Drug net revenue is $1,284 and $2,029 attributable to sales of ZYPITAMAG® during the three and six months ended June 30, 2026, in comparison to $908 and $1,548 during the three and six months ended June 30, 2025. The increase in revenue through Marley Drug is attributable to the increase in ZYPITAMAG® sales through the pharmacy.
| 16 |
| Management’s Discussion and Analysis |
On March 11, 2025, the Company acquired Gateway Pharmacy, an independent retail pharmacy located in Portland, Oregon. Gateway Pharmacy recorded net revenue of $709 and $1,462 during the three months ended June 30, 2026, in comparison to net revenue of $764 and $939 during the three months ended June 30, 2025. Given the pharmacy was acquired on March 11, 2025, the revenue recorded during the prior period was only related to product sales between March 11, 2025 to June 30, 2025.
On June 16, 2025, the Company acquired West Olympia Pharmacy, an independent retail pharmacy with a substantial customer base, located in Olympia Washington. During the three and six months ended June 30, 2026, West Olympia Pharmacy contributed net revenue of $1,785 and $3,517, respectively in comparison to net revenue of $328 and $328 for the three and six months ended June 30, 2025. Given West Olympia Pharmacy was acquired on June 16, 2025, the revenue recorded during the prior period was on related to products sales between June 16, 2025 and June 30, 2025.
Cost of goods sold
The change in cost of goods sold for the three and six months ended June 30, 2026 and 2025 is reflected in the following table:
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
| Three months ended June 30 |
|
| Six months ended June 30 |
| ||||||||||||||||||
| (in thousands of CDN $) |
| 2026 |
|
| 2025 |
|
| Increase (Decrease) |
|
| 2026 |
|
| 2025 |
|
| Increase (Decrease) |
| ||||||
| AGGRASTAT® |
| $ | 456 |
|
| $ | 693 |
|
| $ | (237 | ) |
| $ | 980 |
|
| $ | 1,392 |
|
| $ | (412 | ) |
| ZYPITAMAG® |
|
| 357 |
|
|
| 233 |
|
|
| 124 |
|
|
| 657 |
|
|
| 477 |
|
|
| 180 |
|
| Marley Drug |
|
| 1,627 |
|
|
| 1,536 |
|
|
| 91 |
|
|
| 3,213 |
|
|
| 3,124 |
|
|
| 89 |
|
| Gateway Pharmacy |
|
| 599 |
|
|
| 531 |
|
|
| 68 |
|
|
| 1,116 |
|
|
| 641 |
|
|
| 475 |
|
| West Olympia Pharmacy |
|
| 1,190 |
|
|
| 241 |
|
|
| 949 |
|
|
| 2,689 |
|
|
| 241 |
|
|
| 2,448 |
|
|
|
| $ | 4,229 |
|
| $ | 3,234 |
|
| $ | 995 |
|
| $ | 8,655 |
|
| $ | 5,875 |
|
| $ | 2,780 |
|
Cost of goods sold represents direct product costs associated with AGGRASTAT® and ZYPITAMAG®, including write-downs for obsolete inventory, amortization of the related intangible assets and any royalties paid on ZYPITAMAG®. Additionally, for Marley Drug and following the acquisition of Gateway Pharmacy and West Olympia Pharmacy, cost of goods sold includes direct product costs associated with the sale of products through the pharmacy business, including the Marley Drug e-commerce platform.
AGGRASTAT® cost of goods sold for the three and six months ended June 30, 2026 were $456 and $980, respectively, compared to $693 and $1,392 for the three and six months ended June 30, 2025. AGGRASTAT® cost of goods sold consisted of product sold to customer. The decrease in cost of goods sold during the three and six months ended June 30, 2026 is primarily due to a lower volume of product sold when compared to the same periods in the prior year and is also consistent with the decrease in net revenue experienced in the same periods.
ZYPITAMAG® cost of goods sold for the three and six months ended June 30, 2026 totaled $357 and $657, respectively, compared to $233 and $477 for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2026, ZYPITAMAG® cost of goods sold included $200 and $345 relating to product sold to customers and $157 and $312 from amortization of the ZYPITAMAG® intangible asset. For the three and six months ended June 30, 2025, ZYPITAMAG® cost of goods sold included $76 and $158 relating to product sold to customers and $157 and $319 from amortization of the ZYPITAMAG® intangible asset. The increase in ZYPITAMAG® cost of goods sold during the current periods is due to a higher volume of ZYPITAMAG® sold through the traditional insured channel and is consistent with the increase in revenue recorded through the insured channel during the current period.
Cost of goods sold related to Marley Drug business totaled $1,627 and $3,213, respectively, for the three and six months ended June 30, 2026, in comparison to $1,536 and $3,124 for the three and six months ended June 30, 2025. The increase in cost of goods sold during the current periods is attributable to the higher revenue during the current periods. In addition, the Marley Drug business has been focused on growing its exclusive product offerings, which in some cases have lower gross margins, but allows for the business to differentiate itself from its competitors.
| 17 |
| Management’s Discussion and Analysis |
Cost of goods sold attributable to Gateway Pharmacy totaled $599 and $1,116, respectively, during the three and six months ended June 30, 2026, in comparison to $531 and $641 during the three and six months ended June 30, 2025. Gateway Pharmacy was acquired on March 11, 2025, and therefore cost of goods sold recorded during the prior period was for products sold between March 11, 2025 to June 30, 2025.
Cost of goods sold through West Olympia Pharmacy totaled $1,190 and $2,689, respectively, during the three and six months ended June 30, 2026, compared to $241 and $241 for the three and six months ended June 30, 2025. West Olympia Pharmacy was acquired on June 16, 2025, and therefore cost of goods sold recorded during the prior period was for products sold between June 16, 2025 to June 30, 2025.
Selling
Selling expenses include salaries and related costs for those employees involved in the commercial operations of the Company, as well as costs associated with marketing, promotion, distribution of the Company’s products as well as market access activities and other commercial activities. The expenditures are required to support sales and marketing efforts of AGGRASTAT®, ZYPITAMAG®, and the pharmacy business segment which includes Marley Drug, Gateway Pharmacy and West Olympia Pharmacy.
The changes in selling expenditures for the three and six months ended June 30, 2026 and 2025 is reflected in the following table:
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
| Three months ended June 30 |
|
| Six months ended June 30 |
| ||||||||||||||||||
| (in thousands of CDN $) |
| 2026 |
|
| 2025 |
|
| Increase |
|
| 2026 |
|
| 2025 |
|
| Increase |
| ||||||
| Selling |
| $ | 2,750 |
|
| $ | 2,133 |
|
| $ | 617 |
|
| $ | 4,711 |
|
| $ | 3,962 |
|
| $ | 749 |
|
Selling expenses for the three and six months ended June 30, 2026 were $2,750 and $4,711, respectively, compared to $2,133 and $3,962 for the three and six months ended June 30, 2025.
The increase in selling expenses for the three and six months ended June 30, 2026 in comparison to the same periods in the prior year is primarily due to an $864 rebate liability issued to the Company from the CMS in relation to the IRA of 2022. During fiscal 2026, CMS issued an assessment related to ZYPITAMAG® based on its interpretation of revised Average Manufacturer Price (“AMP”) data following a correction made in 2022. Although the product’s cost remained unchanged, CMS determined that the AMP correction constituted a price increase for program purposes. The Company, in consultation with legal counsel, recorded the additional liability to CMS as at June 30, 2026 and subsequent to the quarter end remitted the payment to avoid further penalties, and has contacted CMS regarding recovery of the payment through the program’s reconciliation process. Additionally selling expenses increased from the acquisitions of Gateway Pharmacy and West Olympia Pharmacy during the prior year. Offsetting these increases are decreases in consulting and marketing expenses, as the Company is focused on allocating its resources to initiatives which provide the greatest return on investment.
General and administrative
General and administrative expenses include the cost of administrative salaries, ongoing business development and corporate stewardship activities and professional fees such as legal, audit, investor and public relations.
The changes in general and administrative expenditures for the three and six months ended June 30, 2026 and 2025 is reflected in the following table:
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
| Three months ended June 30 |
|
| Six months ended June 30 |
| ||||||||||||||||||
| (in thousands of CDN $) |
| 2026 |
|
| 2025 |
|
| Decrease |
|
| 2026 |
|
| 2025 |
|
| Decrease |
| ||||||
| General and administrative |
| $ | 1,193 |
|
| $ | 1,260 |
|
| $ | (67 | ) |
| $ | 2,265 |
|
| $ | 2,359 |
|
| $ | (94 | ) |
General and administrative expenses for the three and six months ended June 30, 2026 were $1,193 and $2,265, respectively, compared to $1,260 and $2,359 for the three and six months ended June 30, 2025.
The decrease in general and administration expenses for the three and six months ended June 30, 2026 in comparison to the same periods in the prior year, is primarily due to a decrease in professional fees incurred, in addition to a decrease in share-based compensation expense on previously granted stock options during the current period. Offsetting these decreases are higher general and administrative expenses as a result of the Company’s acquisitions of Gateway Pharmacy and West Olympia Pharmacy during the prior year.
| 18 |
| Management’s Discussion and Analysis |
Research and development
Research and development expenditures include costs associated with the Company’s clinical development and preclinical programs including salaries, monitoring and other research costs. The Company expenses all research costs and has not had any development costs that meet the criteria for capitalization under IFRS.
The change in research and development expenditures for the three and six months ended June 30, 2026 and 2025 is reflected in the following table:
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
| Three months ended June 30 |
|
| Six months ended June 30 |
| ||||||||||||||||||
| (in thousands of CDN $) |
| 2026 |
|
| 2025 |
|
| Decrease |
|
| 2026 |
|
| 2025 |
|
| Decrease |
| ||||||
| Research and development |
| $ | 608 |
|
| $ | 741 |
|
| $ | (133 | ) |
| $ | 1,463 |
|
| $ | 1,311 |
|
| $ | 152 |
|
Research and development expenditures for the three and six months ended June 30, 2026, totaled $608 and $1,463, respectively, compared to $741 and $1,311 for the three and months ended June 30, 2025. Research and development expenditures include costs associated with the Company’s on-going clinical development and preclinical programs including salaries and monitoring costs.
The changes in research and development expense during the current periods is primarily due to the timing of research and development expenditures relating to each development project. The Company’s research and development activities for the periods ended June 30, 2026, primarily related to the MC-1 development project.
Finance income (expense), net
The change in finance income (expense), net for the three and six months ended June 30, 2026 and 2025 is reflected in the following table:
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
| Three months ended June 30 |
|
| Six months ended June 30 |
| ||||||||||||||||||
| (in thousands of CDN $) |
| 2026 |
|
| 2025 |
|
| Decrease |
|
| 2026 |
|
| 2025 |
|
| Decrease |
| ||||||
| Finance (expense) income, net |
| $ | (13 | ) |
| $ | 20 |
|
| $ | (33 | ) |
| $ | (29 | ) |
| $ | 54 |
|
| $ | (83 | ) |
Finance expense for the three and six months ended June 30, 2026 totaled $13 and $29, respectively, and primarily relates to bank charges, interest on the Company’s lease obligations and accretion on the Company’s acquisition payable liability in connection with the acquisition of Gateway Pharmacy, offset by interest income earned. For the three and six months ended June 30, 2025, the Company recorded finance income of $20 and $54, respectively, which primarily related to interest income earned, offset by bank charges, interest on the Company’s lease obligations and accretion on the Company’s acquisition payable liability in connection with the acquisition of Gateway Pharmacy.
Foreign exchange loss, net
The change in foreign exchange loss, net for the three and six months ended June 30, 2026 and 2025 is reflected in the following table:
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
| Three months ended June 30 |
|
| Six months ended June 30 |
| ||||||||||||||||||
| (in thousands of CDN $) |
| 2026 |
|
| 2025 |
|
| Decrease |
|
| 2026 |
|
| 2025 |
|
| Decrease |
| ||||||
| Foreign exchange loss, net |
| $ | 13 |
|
| $ | 49 |
|
| $ | (36 | ) |
| $ | 27 |
|
| $ | 84 |
|
| $ | (57 | ) |
The Company recorded a foreign exchange loss of $13 and $27 for the three and six months ended June 30, 2026, respectively, compared to a foreign exchange loss of $49 and 84 for the three and six months ended June 30, 2025. The change in foreign exchange loss is primarily attributable to changes in the US dollar exchange rate during the respective periods.
| 19 |
| Management’s Discussion and Analysis |
Loss and comprehensive loss
The consolidated net income and comprehensive income for the three and six months ended June 30, 2026 and 2025 is reflected in the following table:
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
| Three months ended June 30 |
|
| Six months ended June 30 |
| ||||||||||||||||||
| (in thousands of CDN $) |
| 2026 |
|
| 2025 |
|
| Increase (Decrease) |
|
| 2026 |
|
| 2025 |
|
| Increase (Decrease) |
| ||||||
| Net loss |
| $ | (1,428 | ) |
| $ | (786 | ) |
| $ | 642 |
|
| $ | (1,834 | ) |
| $ | (1,480 | ) |
| $ | (354 | ) |
| Comprehensive loss |
| $ | (1,088 | ) |
| $ | (1,818 | ) |
| $ | (730 | ) |
| $ | (1,333 | ) |
| $ | (2,537 | ) |
| $ | (1,204 | ) |
| Basic loss per share |
| $ | (0.14 | ) |
| $ | (0.08 | ) |
| $ | 0.06 |
|
| $ | (0.18 | ) |
| $ | (0.14 | ) |
| $ | (0.04 | ) |
| Diluted loss per share |
| $ | (0.14 | ) |
| $ | (0.08 | ) |
| $ | 0.06 |
|
| $ | (0.18 | ) |
| $ | (0.14 | ) |
| $ | (0.04 | ) |
For the three and six months ended June 30, 2026, the Company recorded net loss of $1,428 and $1,834, respectively, or $0.14 and $0.18 per share ($0.14 and $0.18 per share diluted) compared to net loss of $786 and $1,480, respectively or $0.08 and $0.14 per share ($0.08 and $0.14 per share diluted) for the period three and six months June 30, 2025.
As noted above, the primary factors contributing to the decrease in net loss during the six months ended June 30, 2026 was an increase in ZYPITAMAG® revenue through the traditional insured channel and through Marley Drug and an increase in revenue through the Pharmacy Business Segment as a result of the acquisitions of Gateway Pharmacy and West Olympia Pharmacy. Offsetting these improvements is a decrease AGGRASTAT® revenue as a result of competition from generic tirofiban hydrochloride; higher cost of goods sold through the Pharmacy Business Segment and an increase in selling expenses as a result of the rebate liability issued to the Company from the CMS and in relation to the acquisitions of Gateway Pharmacy and West Olympia Pharmacy during the prior year.
For the three and six months ended June 30, 2026, the Company recorded total comprehensive loss of $1,088 and $1,333, respectively, compared to comprehensive loss of $1,818 and $2,537 for the three and six months ended June 30, 2025. The change in comprehensive loss results from the factors described above as well as fluctuations in the US dollar exchange rate during each reporting period.
The weighted average number of common shares outstanding used to calculate basic and diluted loss per share for the three and six months ended June 30, 2026 and June 30, 2025 was 10,436,313 for all periods.
As at June 30, 2026, the Company had 10,436,313 common shares outstanding and 1,015,000 stock options, of which 789,000 were exercisable.
As at August 13, 2026, the Company had 10,436,313 common shares outstanding and 835,000 stock options, of which 609,000 were exercisable.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
The Company defines EBITDA as "earnings before interest, taxes, depreciation and amortization" and Adjusted EBITDA as “EBITDA adjusted for non‑cash and non-recurring items”. The terms "EBITDA" and “Adjusted EBITDA”, as it relates to the three and six months ended June 30, 2026 and 2025 results prepared using IFRS, do not have any standardized meaning according to IFRS. For more information regarding the Company’s use of non-IFRS financial measures, see the NON-IFRS FINANCIAL MEASURES section below.
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
| Three months ended June 30 |
|
| Six months ended June 30 |
| ||||||||||||||||||
| (in thousands of CDN $) |
| 2026 |
|
| 2025 |
|
| Increase (Decrease) |
|
| 2026 |
|
| 2025 |
|
| Increase (Decrease) |
| ||||||
| Net loss before tax |
| $ | (1,379 | ) |
| $ | (728 | ) |
| $ | (651 | ) |
| $ | (1,776 | ) |
| $ | (1,384 | ) |
| $ | (392 | ) |
| Add: finance costs (income) |
|
| 26 |
|
|
| (29 | ) |
|
| 55 |
|
|
| 56 |
|
|
| (30 | ) |
|
| 86 |
|
| Add: Amortization expense |
|
| 669 |
|
|
| 642 |
|
|
| 27 |
|
|
| 1,313 |
|
|
| 1,289 |
|
|
| 24 |
|
| EBITDA |
| $ | (684 | ) |
| $ | (58 | ) |
| $ | (626 | ) |
| $ | (407 | ) |
| $ | (125 | ) |
| $ | (282 | ) |
| Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock-based compensation |
|
| (8 | ) |
|
| 30 |
|
|
| (38 | ) |
|
| (5 | ) |
|
| 66 |
|
|
| (71 | ) |
| CMS rebate assessment |
|
| 864 |
|
|
| - |
|
|
| 864 |
|
|
| 864 |
|
|
| - |
|
|
| 864 |
|
| Adjusted EBITDA |
| $ | 172 |
|
| $ | (28 | ) |
| $ | 144 |
|
| $ | 452 |
|
| $ | (59 | ) |
| $ | 511 |
|
| 20 |
| Management’s Discussion and Analysis |
EBITDA for the three and six months ended June 30, 2026 was negative $684 and $407, respectively, compared to negative EBITDA of $58 and $125 for the three and six ended June 30, 2025. Adjusted EBITDA for the three and six months ended June 30, 2026 was 172 and $452, respectively, compared to negative EBITDA of $28 and $59 for the three and six ended June 30, 2025. Adjusted EBITDA for the three and six months ended June 30, 2026 was higher than the adjusted EBITDA for the three and six ended June 30, 2025 as a result of the increase in net income when adjusted for the additional CMS penalty recorded during the three and six months June 30, 2026.
LIQUIDITY AND CAPITAL RESOURCES
Since the Company’s inception, it has financed operations primarily through the net revenue received from the sale of its commercial products, the sale of its equity securities, the issuance and subsequent exercises of warrants and stock options, interest on excess funds held and the issuance of debt.
Cash used in operating activities for the six months ended June 30, 2026, was $1,439 compared $73 for the six months ended June 30, 2025. The increase in cash used in operating activities during the current period was primarily a result of working capital adjustments for a decrease in accounts payable and accrued liabilities.
Cash used in investing activities for the six months ended June 30, 2026 was $388 compared to $2,177 for the six months ended June 30, 2025. The cash used in investing activities for the six months ended June 30, 2026 related to the Company’s acquisition of Gateway Pharmacy as during the current period, the Company paid its final one year anniversary payment on the acquisition of Gateway Pharmacy. The cash used in investing activities for the six months ended June 30, 2025 related to the Company’s acquisitions of Gateway Pharmacy and West Olympia Pharmacy.
Cash used in financing activities for the six months ended Juen 30, 2026, totaled $216 compared to $202 for the six months ended June 30, 2025. The cash used in financing activities for both periods related to repayments of the Company’s lease liabilities.
As at June 30, 2026, the Company had unrestricted cash totaling $1,832 compared to $3,835 as at December 31, 2025. As at June 30, 2026, the Company had negative working capital of $336 compared to working capital of $274 as at December 31, 2025
The Company did not have any long-term debt recorded as at June 30, 2026.
CONTRACTUAL OBLIGATIONS
As at June 30, 2026, in the normal course of business, the Company has obligations to make future payments, representing contracts and other commitments that are known and committed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| (in thousands of CDN$) |
| Total |
|
| 2026 |
|
| 2027 |
|
| 2028 |
|
| 2029 |
|
| 2030 |
| ||||||
| Accounts payable and accrued liabilities |
| $ | 9,821 |
|
| $ | 9,821 |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| Income taxes payable |
|
| 6 |
|
|
| 6 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| Lease obligations |
|
| 804 |
|
|
| 255 |
|
|
| 331 |
|
|
| 70 |
|
|
| 73 |
|
|
| 75 |
|
| Purchase commitments |
|
| 1,603 |
|
|
| 1,390 |
|
|
| 213 |
|
|
| - |
|
|
| - |
|
|
| - |
|
| Total |
| $ | 12,234 |
|
| $ | 11,472 |
|
| $ | 544 |
|
| $ | 70 |
|
| $ | 73 |
|
| $ | 75 |
|
Commitments
The Company has entered into a manufacturing and supply agreement to purchase a minimum quantity of AGGRASTAT® unfinished product inventory totaling US$150 annually (based on current pricing) until 2027 and a minimum quantity of AGGRASTAT® finished product inventory totaling €490 annually.
Effective January 1, 2026, the Company renewed its business and administration services agreement with GVI Clinical Development Solutions (“GVI-CDS”), under which the Company is committed to pay $7 per month or $85 per year for a one-year term.
Contracts with contract research organizations are payable over the terms of the associated agreements and clinical trials and timing of payments is largely dependent on various milestones being met, such as the number of patients recruited, number of monitoring visits conducted, the completion of certain data management activities, trial completion, and other trial related activities.
| 21 |
| Management’s Discussion and Analysis |
The Company periodically enters into research agreements with third parties that include indemnification provisions customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of claims arising from research and development activities undertaken on behalf of the Company. In some cases, the maximum potential amount of future payments that could be required under these indemnification provisions could be unlimited. These indemnification provisions generally survive termination of the underlying agreement. The nature of the indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the condensed consolidated interim financial statements with respect to these indemnification obligations.
In the normal course of business, the Company may from time to time be subject to various claims or possible claims. Although management currently believes there are no claims or possible claims that if resolved would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows, these matters are inherently uncertain and management’s view of these matters may change in the future.
As of June 30, 2026, the Company has identified the following potential contingent liability:
Telephone Consumer Protection Act (“TCPA”) Litigation
On March 4, 2024, a class action complaint was filed in the Northern District Court of Ohio against the Company’s subsidiary, with regards to an unsolicited fax advertisement which has been claimed to be in violation of the federal TCPA legislation.
On December 4, 2025, the Company entered into a settlement agreement with the plaintiff, resulting in the Company agreeing to pay USD$40 to the plaintiff. In addition, a second settlement payment is owed to the plaintiff in the amount of USD$45 should certain conditions be met. The Company has created a provision in the amount of USD$45 (CAD$63) in relation to this contingent liability. The provision is included within accounts payable and accrued liabilities on the condensed consolidated interim statement of financial position. No future legal claims are to be placed on either party and the terms of the agreement are to remain confidential.
FINANCIAL INSTRUMENTS
The Company is exposed to market risks related to changes in interest rates and foreign currency exchange rates. The carrying values of current monetary assets and liabilities approximate their fair values due to their relatively short periods to maturity. The royalty obligation and acquisition payable were recorded at their fair values at the date at which the liabilities were incurred and subsequently revalued using the effective interest method at each reporting date. Based on the cash and cash equivalent balances held by the Company at June 30, 2026, its results of operations or cash flows could be affected by a sudden change in market interest rates. Based on the Company’s exposures as at June 30, 2026, assuming that all other variables remain constant, a 1% appreciation or deterioration in interest rates would result in a corresponding increase or decrease, respectively on the Company's net loss of approximately $18 (December 31, 2025 - $38).
The Company has not entered into any futures or forward contracts as at June 30, 2026. The Company is exposed to foreign exchange rate changes that could have a material impact on the Company’s results. Foreign exchange risk is the risk that the fair value of future cash flows for financial instruments will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risks primarily due to its U.S dollar denominated cash and cash equivalents, restricted cash, accounts receivable, other assets, accounts payable and accrued liabilities, income taxes payable, acquisition payable and lease obligations. The Company has not entered into any foreign exchange hedging contracts.
| 22 |
| Management’s Discussion and Analysis |
The Company is exposed to U.S. dollar currency risk through the following U.S. denominated monetary financial assets and liabilities:
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| (Expressed in U.S. Dollars) |
| June 30, 2026 |
|
| December 31, 2025 |
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| Cash and cash equivalents |
| $ | 1,282 |
|
| $ | 2,797 |
|
| Accounts receivable |
|
| 3,273 |
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|
| 3,445 |
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| Other assets |
|
| 79 |
|
|
| 79 |
|
| Accounts payable and accrued liabilities |
|
| (6,300 | ) |
|
| (7,001 | ) |
| Income taxes payable |
|
| (5 | ) |
|
| (66 | ) |
| Current portion of lease obligation |
|
| (145 | ) |
|
| (173 | ) |
| Lease obligation |
|
| (145 | ) |
|
| (195 | ) |
| Acquisition payable |
|
| - |
|
|
| (283 | ) |
| Holdback payable |
|
| - |
|
|
| (62 | ) |
|
|
| $ | (1,961 | ) |
| $ | (1,459 | ) |
Based on the above net exposures as at June 30, 2026, assuming that all other variables remain constant, a 5% appreciation or deterioration of the Canadian dollar against the U.S. dollar would result in a corresponding increase or decrease, respectively, on the Company's net income (loss) of approximately $98 (December 31, 2025 – $80).
RELATED PARTY TRANSACTIONS
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. The Board of Directors, Chief Executive Officer and Chief Financial Officer are key management personnel for all periods. The Company’s President and Chief Operating Officer was included within key management personnel until his resignation, effective May 31, 2026.
In addition to their salaries, the Company also provides non‑cash benefits and participation in the stock option plan. The following table details the compensation paid to key management personnel:
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| Three months ended June 30 |
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| Six months ended June 30 |
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| 2025 |
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| 2024 |
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| 2025 |
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| 2024 |
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| Salaries, fees and short-term benefits |
| $ | 174 |
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| $ | 206 |
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| $ | 354 |
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| $ | 386 |
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| Share-based payments |
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| (17 | ) |
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| 17 |
|
|
| (12 | ) |
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| 38 |
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|
|
| $ | 157 |
|
| $ | 223 |
|
| $ | 342 |
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| $ | 424 |
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Directors and key management personnel control 27% of the voting shares of the Company as at June 30, 2026 (December 31, 2025 – 27%).
During the three and six months ended June 30, 2026 the Company paid GVI-CDS, a company controlled by the Chief Executive Officer, a total of $156 and $332 (2025 - $63 and $103) for clinical research services, $27 and $48, respectively, (2025 – $21 and $42) for business administration services, $57 and $113, respectively, (2025 – $56 and $111) in rental costs and $16 and $32, respectively, (2025 – $14 and $21 for information technology support services. As described in note 10(a), the business administration services summarized above are provided to the Company through a consulting agreement with GVI-CDS.
On June 24, 2024, the Company announced that it had signed an asset purchase agreement with CanAm Bioresearch Inc. (“CanAm”) or the acquisition of the patent and intellectual property related to all of the assets of CanAm as they relate to the business of developing pyridoxal 5'-phosphate analogues (“P5P Analogues”). In exchange for these assets, Medicure is to provide consideration of $100 upon closing of the transaction, which is subject to regulatory approval, in addition to $500 upon the Company filing its first investigational new drug application, $250 upon the Company filing its first New Drug Application and $500 upon the Company obtaining NDA approval for the P5P Analogues. In addition, Medicure shall pay to CanAm 10% of net proceeds received with respect to transactions relating to the Assets, including: (i) the sale or transfer of all or substantially all of the Assets to a third party purchaser who is not an affiliate of Medicure; (ii) any license to develop, commercialize, use, offer for sale, sell, import, export or exploit P5P Analogues up to a maximum value payable to CanAm of $20,000 and (iii) the sale of an United State Food and Drug Administration priority review voucher obtained in connection with the development of P5P Analogues.
These transactions have been measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
| 23 |
| Management’s Discussion and Analysis |
As at June 30, 2026, included in accounts payable and accrued liabilities is $252 (December 31, 2025 – $107) payable to GVI -CDS. These amounts are unsecured, payable on demand and non-interest bearing.
Effective October 1, 2021, the Company signed a consulting agreement with its Chief Executive Officer, through ADF Family Holding Corp., a company owned by the Chief Executive Officer, for a term of 36 months, at a rate of $18 per month, increasing to $22 per month effective January 1, 2024. The aforementioned monthly fee shall be reviewed annually on January 1 by the Board of Directors of the Company for each succeeding year during the term of the agreement and may be adjusted at the sole discretion of the Board of Directors. The Company may terminate the agreement at any time upon 120 days’ written notice. As at June 30, 2026, there are no outstanding amounts (December 31, 2025 - nil) payable to ADF Family Holding Corp. as a result of this consulting agreement.
Effective June 1, 2022, the Company signed a consulting agreement with its Chief Financial Officer, through 10055098 Manitoba Ltd., a company owned by the Chief Financial Officer. Effective January 1, 2025, the rate was changed to $14 per month. The aforementioned fee shall be reviewed annually on January 1. The Company can terminate the agreement with 30 days’ written notice; otherwise, the agreement has an indefinite term. As at June 30, 2026, there were no amounts payable to 10055098 Manitoba Ltd. (December 31, 2025 - nil).
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off‑balance sheet arrangements other than as discussed above.
CONTROLS
The Company is not required to certify on the design and evaluation of the Company's Disclosure Controls and Procedures (“DC&P”) and Internal Controls over Financial Reporting (“ICFR”) under Canadian securities requirements. However, the Company is required to certify for the Securities Exchange Commission. Information can be found in the Company's Annual Report on Form 20‑F for the year ended December 31, 2025.
NON-IFRS FINANCIAL MEASURES
The Company’s MD&A refers to non-IFRS financial measures, specifically the use of “EBITDA” and “Adjusted EBITDA.” Management uses these financial measures for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of ongoing operations and in analyzing the Company’s business performance and trends. These specified financial measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement the Company’s financial information reported under IFRS by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS.
RISKS AND UNCERTAINTIES
Risks and uncertainties relating to the Company and its business can be found in the “Risk Factors” section of its Annual Report on Form 20‑F for the year ended December 31, 2025, which can be obtained on SEDAR (www.sedarplus.ca) and are not discussed extensively here.
While the Company’s approved product portfolio has grown to AGGRASTAT®, ZYPITAMAG®, and the Pharmacy Business Segment, which consists of Marley Drug, Gateway Pharmacy and West Olympia Pharmacy, the Company still has products that are currently in the research and development stages. The Company may never develop another commercially viable drug product approved for marketing. To obtain regulatory approvals for its products and to achieve commercial success, human clinical trials must demonstrate that the new chemical entities are safe for human use and that they show efficacy, and generic drug products under development need to show analytical equivalence and /or bioequivalence to the referenced product on the market. Unsatisfactory results obtained from a particular study or clinical trial relating to one or more of the Company’s products may cause the Company to reduce or abandon its commitment to that program.
If the Company fails to successfully complete its development projects, it will not obtain approval from the FDA and other international regulatory agencies to market its these products. Regulatory approvals also may be subject to conditions that could limit the market its products can be sold in or make either products more difficult or expensive to sell than anticipated. Also, regulatory approvals may be revoked at any time for various reasons, including for failure to comply with regulatory requirements or poor performance of its products in terms of safety and effectiveness.
| 24 |
| Management’s Discussion and Analysis |
The Company’s business, financial condition and results of operations are likely to be adversely affected if it fails to maintain or obtain regulatory approvals in the United States, Canada and abroad to market and sell its current or future drug products, including any limitations imposed on the marketing of such products.
In the near‑term, a key driver of revenues will be the Company's ability to maintain hospital sales of AGGRASTAT®, the ability to grow sales of ZYPITAMAG®, as well as maintain and grow the Company’s pharmacy operating segment, which includes Marley Drug and Gateway Pharmacy, and the development and/or acquisition of new products or businesses.
The Company’s future operations are dependent upon its ability to successfully grow sales of ZYPITAMAG®, successfully maintain and grow the Marley Drug, Gateway Pharmacy and West Olympia Pharmacy businesses, develop and/or acquire new products, and/or secure additional capital, which may not be available under favorable terms, or at all.
ADDITIONAL INFORMATION
Additional information regarding the Company, including the Company’s Annual Report on Form 20‑F for the year ended December 31, 2025, can be obtained on SEDAR (www.sedarplus.ca). A copy of this MD&A will be provided to anyone who requests it.
| 25 |
EXHIBIT 99.3
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Albert Friesen, Chief Executive Officer of Medicure Inc., certify the following:
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| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Medicure Inc. (the “issuer”) for the interim period ended June 30, 2026. |
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| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
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| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| Date: August 14, 2026 |
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| /s/ Albert Friesen |
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| Albert Friesen |
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| Chief Executive Officer |
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| NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of | ||
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| i. | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
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| ii. | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
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| The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. | ||
EXHIBIT 99.4
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, James Kinley, Chief Financial Officer of Medicure Inc., certify the following:
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| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Medicure Inc. (the “issuer”) for the interim period ended June 30, 2026. |
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| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
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| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| Date: August 14, 2026 |
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| /s/ James Kinley |
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| James Kinley |
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| Chief Financial Officer |
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| NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of | ||
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| i. | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
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| ii. | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
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| The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. | ||