Medicus Pharma Ltd 10-Q for FY2026 Q3
Medicus Pharma Ltd. (MDCX)
About this 10-Q
Medicus Pharma Ltd filed this 10-Q on November 6, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Medicus Pharma Ltd. made CD228V its principal development priority on September 8, 2026. It reported a $3,370,880 working capital deficit and substantial doubt about continuing as a going concern. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $15.18M
- compared with a net loss of $20.94M a year earlier
- Diluted EPS
- -$11.64
- compared with -$56.18 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarterly period ended
OR
For the transition period from _____ to _____
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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| (Address of principal executive offices) | (Zip Code) |
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(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| The |
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shares |
The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
As of November 2, 2026, there were
MEDICUS PHARMA LTD.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as forward-looking information within the meaning of applicable Canadian securities laws, that involve substantial risks and uncertainties. All statements, other than statements of historical facts contained in this Quarterly Report regarding our strategy, future operations, future financial position, projected costs, prospects, plans, and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," "would," or the negative of such terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties, and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated.
The forward-looking statements in this Quarterly Report include, among other things, statements about:
our ability to comply with the continued listing requirements of the Nasdaq Capital Market ("Nasdaq");
our financial results, including our ability to continue as a going concern, generate earnings and achieve and sustain profitability, which may vary significantly from forecasts and from period to period and may impact our ability to comply with the continued listing requirements of Nasdaq;
the progress, timing and completion of our research, development and preclinical studies and clinical trials for our products and product candidates, and any progress or developments regarding the regulatory approvals sought and process related thereto;
our ability to enter into definitive agreements relating to the proposed Business Combination (as defined below) involving SkinJect (as defined below) and to consummate the Business Combination and the related equity financing;
our ability to successfully integrate Antev Limited into our business and operations, successfully develop Teverelix trifluoroacetate and realize the benefits currently anticipated from the Antev transaction;
our ability to successfully develop CD228V and realize the benefits currently anticipated from the Pfizer Agreement (as defined herein);
our ability to market, commercialize, achieve market acceptance for and sell our products and product candidates and the potential market opportunities related thereto;
our ability to develop, manage and maintain our direct sales and marketing organizations;
our estimates regarding anticipated operating losses, future revenues, capital requirements and our needs for additional financing;
market risks regarding consolidation in the healthcare, pharmaceutical and biotech/life sciences industry;
the willingness of healthcare providers to purchase our products if coverage, reimbursement and pricing from third party payors for procedures using our products significantly declines;
our ability to adequately protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;
ii
the market price of our securities may be volatile and fluctuate substantially, which could cause the value of your investment to decline;
the fact that product quality issues or product defects may harm our business;
any product liability claims; and
the regulatory, legal and certain operating risks that our operations subject us to.
The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors" in Part I, Item 1A in our Annual Report on Form 10-K, as amended, originally filed with the United States Securities and Exchange Commission (the "SEC") on March 25, 2026 (the "2025 Annual Report") and in Part II, Item 1A of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
iii
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements
MEDICUS PHARMA LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN UNITED STATES DOLLARS EXCEPT NUMBER OF SHARES)
| September 30, 2026 | December 31, 2025 | |||||
| Assets | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Prepaid expenses and other current assets | ||||||
| Deferred financing costs | ||||||
| Total current assets | ||||||
| Restricted cash | ||||||
| Operating lease right-of-use assets | ||||||
| Total assets | ||||||
| Liabilities and Shareholders' (deficit) equity | ||||||
| Current liabilities | ||||||
| Accounts payable | ||||||
| Accrued expenses and other current liabilities | ||||||
| Related party payable | ||||||
| Operating lease liability, current | ||||||
| Debentures and secured promissory notes, current | ||||||
| Interest payable on secured promissory notes, current | ||||||
| Total current liabilities | ||||||
| Debentures and secured promissory notes, non-current | ||||||
| Interest payable on secured promissory notes, non-current | ||||||
| Loan payable | ||||||
| Operating lease liability, non-current | ||||||
| Total liabilities | ||||||
| Commitments and contingencies (Note 9) | ||||||
| Shareholders' (deficit) equity | ||||||
| Common shares, |
||||||
| Common shares to be issued | ||||||
| Additional paid-in capital | ||||||
| Accumulated other comprehensive income | ||||||
| Accumulated deficit | ( |
) | ( |
) | ||
| Total shareholders' (deficit) equity attributable to Medicus Pharma Ltd. | ( |
) | ( |
) | ||
| Non-controlling interests | ||||||
| Total shareholders' (deficit) equity | ( |
) | ||||
| Total liabilities and shareholders' (deficit) equity |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
MEDICUS PHARMA LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(EXPRESSED IN UNITED STATES DOLLARS, EXCEPT NUMBER OF SHARES)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Operating expenses: | ||||||||||||
| General and administrative | $ | $ | ||||||||||
| Research and development | ||||||||||||
| In-Process Research and Development (IPR&D) | ||||||||||||
| Total operating expenses | ||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Other income (expense) | ||||||||||||
| Interest income (expense), net | ( |
) | ( |
) | ||||||||
| Loss on SEPA (as defined below) settlements | ( |
) | ( |
) | ( |
) | ||||||
| Change in fair value of debentures | ( |
) | ( |
) | ||||||||
| Loss on extinguishment of debentures | ( |
) | ( |
) | ||||||||
| Total other income (expense) | ( |
) | ( |
) | ( |
) | ( |
) | ||||
|
Net loss for the period |
( |
) | ( |
) | ( |
) | ( |
) | ||||
| Deemed dividend on warrant inducement | ( |
) | ( |
) | ||||||||
| Net loss for the period attributable to common shareholders | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Foreign currency translation adjustment | ( |
) | ||||||||||
|
Comprehensive loss for the period attributable to common shareholders |
( |
) | ( |
) | ( |
) | ( |
) | ||||
| Net loss attributable to | ||||||||||||
| Common shareholders of the Company | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Non-controlling interests | ( |
) | ( |
) | ( |
) | ||||||
| Comprehensive loss attributable to | ||||||||||||
| Common shareholders of the Company | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Non-controlling interests | ( |
) | ||||||||||
| Net loss per share attributable to common shareholders - basic and diluted | $ | ( |
) | $ | ( |
) | ( |
) | ( |
) | ||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
MEDICUS PHARMA LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY
(EXPRESSED IN UNITED STATES DOLLARS, EXCEPT NUMBER OF SHARES)
| Common shares | |
Shares to be issued |
Additional paid-in capital |
Accumulated deficit |
Accumulated Other Comprehensive Income |
Non- Controlling Interest |
Total | ||||||||||||||||||||
| # | $ | # | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance as of December 31, 2025 | ( |
) | |||||||||||||||||||||||||
| Issuance of common shares in connection with SEPA | - | ||||||||||||||||||||||||||
| Issuance of common shares in connection with ATM, net of issuance cost | - | ||||||||||||||||||||||||||
| Stock-based compensation | - | - | |||||||||||||||||||||||||
| Net loss for the period | - | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
| Other comprehensive loss for the period | - | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
| Balance as of March 31, 2026 | ( |
) | ( |
) | |||||||||||||||||||||||
| Issuance of common shares in connection with ATM, net of issuance cost | - | ||||||||||||||||||||||||||
| Issuance of common shares in connection with non-cash compensation for services rendered | - | ||||||||||||||||||||||||||
| Issuance of common shares for asset acquisition | ( |
) | ( |
) |
| Common shares | |
Shares to be issued |
Additional paid-in capital |
Accumulated deficit |
Accumulated Other Comprehensive Income |
Non- Controlling Interest |
Total | ||||||||||||||||||||
| # | $ | # | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Stock-based compensation | - | - | |||||||||||||||||||||||||
| Net loss for the period | - | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
| Other comprehensive income for the period | - | - | |||||||||||||||||||||||||
| Balance as of June 30, 2026 | ( |
) | ( |
) | |||||||||||||||||||||||
| Issuance of common shares in connection with ATM, net of issuance cost | - | ||||||||||||||||||||||||||
| Issuance of common shares in connection with non-cash compensation for services rendered | - | ||||||||||||||||||||||||||
| Issuance of restricted securities in lieu of cash bonuses | - | ||||||||||||||||||||||||||
| Stock-based compensation | - | - | |||||||||||||||||||||||||
| Net loss for the period | - | - | ( |
) | ( |
) | |||||||||||||||||||||
| Other comprehensive loss for the period | - | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
| Balance as of September 30, 2026 | ( |
) | ( |
) |
| Common shares | |
Shares to be issued |
Additional paid-in capital |
Accumulated deficit |
Accumulated Other Comprehensive Income |
Non- Controlling Interest |
Total | ||||||||||||||||||||
| # | $ | # | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance as of December 31, 2024 | ( |
) | |||||||||||||||||||||||||
| Issuance of common shares and warrants in connection with Regulation A, net of issuance costs of $ |
- | ||||||||||||||||||||||||||
| Issuance of common shares in connection with SEPA offering costs | - | ||||||||||||||||||||||||||
| Issuance of common shares upon exercise of stock warrants | - | ||||||||||||||||||||||||||
| Stock-based compensation | - | - | |||||||||||||||||||||||||
| Net loss and comprehensive loss for the period | - | - | ( |
) | ( |
) | |||||||||||||||||||||
| Balance as of March 31, 2025 | ( |
) | |||||||||||||||||||||||||
| Issuance of common shares in connection with equity financing, net of offering costs of $ |
- | ||||||||||||||||||||||||||
| Issuance of common shares upon exercise of stock warrants | - |
| Common shares | |
Shares to be issued |
Additional paid-in capital |
Accumulated deficit |
Accumulated Other Comprehensive Income |
Non- Controlling Interest |
Total | ||||||||||||||||||||
| # | $ | # | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Stock-based compensation | - | - | |||||||||||||||||||||||||
| Net loss and comprehensive loss for the period | - | - | ( |
) | ( |
) | |||||||||||||||||||||
| Balance as of June 30, 2025 | ( |
) | |||||||||||||||||||||||||
| Issuance of common shares in connection with SEPA | - | ||||||||||||||||||||||||||
| Issuance of common shares upon exercise of stock warrants | - | ||||||||||||||||||||||||||
| Issuance of common shares upon exercise of stock options | - | ||||||||||||||||||||||||||
| Issuance of common shares for asset acquisition | |||||||||||||||||||||||||||
| Share issuance costs | - | ( |
) | - | ( |
) | |||||||||||||||||||||
| Share-based compensation | - | - | |||||||||||||||||||||||||
| Warrants issued under warrant inducement | - | - | |||||||||||||||||||||||||
| Deemed dividend on warrant inducement | - | - | ( |
) | ( |
) | |||||||||||||||||||||
| Net loss for the period | - | - | ( |
) | ( |
) | ( |
) |
| Common shares | |
Shares to be issued |
Additional paid-in capital |
Accumulated deficit |
Accumulated Other Comprehensive Income |
Non- Controlling Interest |
Total | ||||||||||||||||||||
| # | $ | # | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income for the period | - | - | |||||||||||||||||||||||||
| Balance as of September 30, 2025 | ( |
) | ( |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
MEDICUS PHARMA LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN UNITED STATES DOLLARS)
| Nine months ended September 30, | ||||||
| 2026 | 2025 | |||||
| Cash flows from operating activities | ||||||
| Net loss for the period | $ | ( |
) | $ | ( |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Stock-based compensation expense | ||||||
| Non-cash interest expense | ||||||
| Change in operating lease right-of-use assets | ||||||
| Loss on SEPA settlements | ||||||
| Change in fair value of debentures | ||||||
|
Loss on extinguishment of debentures |
||||||
| IPR&D - Teverelix | ||||||
| Issuance cost related to SEPA | ||||||
| Cost to issue debentures and secured promissory notes | ||||||
| Issuance of common shares in connection with non-cash compensation for services rendered | ||||||
| Issuance of restricted securities in lieu of cash bonuses | ||||||
| Foreign exchange gain/loss | ||||||
| Changes in operating assets and liabilities: | ||||||
| Prepaid expenses | ( |
) | ||||
| Accounts payable | ( |
) | ( |
) | ||
| Accrued expenses and other current liabilities | ||||||
| Interest payable on secured promissory notes | ||||||
| Operating lease liability | ( |
) | ( |
) | ||
| Related party payable | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||
| Cash flows from financing activities | ||||||
| Net proceeds from issuance of common shares and warrants | ||||||
| Proceeds from issuance of shares under SEPA | ||||||
| Proceeds from issuance of debentures and secured promissory notes | ||||||
| Proceeds from issuance of common shares under ATM, net of issuance costs | ||||||
| Proceeds from exercise of warrants | ||||||
| Proceeds from exercise of stock options | ||||||
| Cost to issue debentures and secured promissory notes | ( |
) | ( |
) | ||
| Repayment of debentures and secured promissory notes | ( |
) | ( |
) | ||
| Proceeds from issuance of common shares under SEPA | |||||||
| Issuance costs for common shares | ( |
) | |||||
| Net cash provided by financing activities | |||||||
| Cash flows from investing activities | |||||||
| Net cash paid for Antev asset acquisition including transaction costs | ( |
) | |||||
| Net cash used in investing activities | ( |
) | |||||
| Foreign currency effect on cash and cash equivalents | ( |
) | |||||
| Net increase in cash and cash equivalents and restricted cash during the period | |||||||
| Cash and cash equivalents and restricted cash, beginning of the period | |||||||
| Cash and cash equivalents and restricted cash, end of the period | |||||||
| Supplemental information | |||||||
| Cash paid for interest | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities | |||||||
| Deemed dividend on warrant inducement | |||||||
| Shares issued for acquisition of Antev | |||||||
| Shares to be issued for acquisition of Antev | |||||||
| Deferred issuance costs on issued shares related to SEPA agreement | $ | ||||||
| Issuance costs included in accounts payable | $ |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
MEDICUS PHARMA LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN UNITED STATES DOLLARS, EXCEPT SHARE AMOUNTS)
1. Description of business
Medicus Pharma Ltd. (the "Company"), formerly Interactive Capital Partners Corporation, is a clinical stage, multi-strategy, life sciences, biotech company focused on investing in and accelerating clinical development programs of novel and potentially disruptive therapeutic assets.
The Company is a public limited company originally incorporated pursuant to the provisions of the Business Corporations Act (Ontario) on April 30, 2008, as a private company named Interactive Capital Partners Corporation, with nominal assets and liabilities. The Company's registered office is located at 100 King Street West, Suite 3400, One First Canadian Place, Toronto, Ontario, Canada, and its head office is located at 300 Conshohocken State Rd., Suite 200, W. Conshohocken, PA.
2. Summary of significant accounting policies
Basis of presentation and consolidation
The accompanying unaudited condensed consolidated financial statements included herein have been prepared in conformity with generally accepted accounting principles in the United States ("GAAP") and under the rules and regulations of the United States Securities and Exchange Commission ("SEC") for interim reporting. The accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the Company's financial position, results of operations, and cash flows. The condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosures of the Company normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted under the SEC's rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto for the year ended December 31, 2025, included in the Company's Annual Report on Form 10-K, as amended, originally filed with the SEC on March 25, 2026 (the "2025 Annual Report"). These condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, SkinJect, Inc. (“SkinJect”), Medicus Pharma Inc., Antev Limited ("Antev") and MDCX Holdings, LLC. All intercompany balances and transactions have been eliminated on consolidation. Non-controlling interest in the consolidated financial statements represents the portion of Antev not 100% owned by the Company. The functional currency of the Company and its three wholly-owned subsidiaries, SkinJect, Inc., Medicus Pharma Inc. and MDCX Holdings, LLC is the United States dollar (USD). The functional currency of the Company's other subsidiary, Antev is Pound Sterling (GBP).
Foreign operations remeasurement and translation
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognized in the condensed consolidated statements of operations and comprehensive loss. The results and financial position of foreign operation which has functional currency different from presentation currency are translated into the presentation currency as follows: assets and liabilities are translated at the closing rate at the date of that statement of financial position, income and expenses are translated at average exchange rates, and all resulting translated exchange differences are recognized in a separate component of other comprehensive loss within the condensed consolidated statement of changes in shareholders equity.
Use of estimates
The preparation of these condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of income and expenses during the reporting period. Such estimates include the valuation of stock-based awards, the incremental borrowing rate used to discount the Company's operating lease liabilities, fair value of the Company's debentures and secured promissory notes and warrants, and valuation allowance on deferred tax assets, all of which are management's best estimates. Estimates are based on historical experience, where applicable, and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in estimates in future years could be significant. Management believes that the estimates utilized in preparing the financial statements are reasonable, however, actual results could differ from those estimates.
Operating segments
Operating segments are identified as components of an entity about which separate discrete financial information is available for evaluation by the chief operating decision-maker ("CODM") in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in
Recently issued accounting pronouncements
In November 2024, the FASB issued ASU 2024-03 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures" to provide greater transparency about the components of specific expense categories in the income statements. The effective dates of ASU 2024-03 were subsequently clarified by ASU 2025-01. ASU 2025-01 is effective for our annual period beginning January 1, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting the amendment on the Company's financial statements.
There were no other significant updates to the recently issued accounting standards which may be applicable to the Company. Although there are several other new accounting pronouncements issued or proposed by the FASB, the Company does not believe any of those accounting pronouncements have had or will have a material impact on its financial position or operating results.
3. Balance sheet components
Prepaid expenses and other current assets include the following:
| September 30, 2026 | December 31, 2025 | |||||
| Insurance | $ | $ | ||||
| Contract research organizations | ||||||
| Professional services | ||||||
| VAT receivable | ||||||
| Prepaid services | ||||||
| $ | $ |
Accrued expenses and other current liabilities include the following:
| September 30, 2026 | December 31, 2025 | |||||
| Accrued legal fees | $ | $ | ||||
| Accrued compensation and benefits | ||||||
| Accrued other | ||||||
| $ | $ |
4. Leases
As of September 30, 2026, the Company had one operating lease for its corporate office that commenced in 2024, for which the Company recorded a right-of-use asset and lease liability as of the commencement date. The Company's lease does not contain a purchase option. Where the Company's lease contains an option to extend the lease term, the extended lease term is only included in the measurement of the lease when it is reasonably certain to remain in the lease beyond the non-cancellable term. The Company's lease also contains variable lease costs, which pertain to common area maintenance and other operating charges, that are expensed as incurred.
Balance sheet information related to the Company's lease is presented below:
|
As of September 30, 2026 |
As of December 31, 2025 |
|||||
| Operating lease | ||||||
| Operating lease right-of-use assets | $ | $ | ||||
| Operating lease liabilities - current | ||||||
| Operating lease liabilities - non-current |
Other information related to leases is presented below:
| Nine months ended September 30, | ||||||
| 2026 | 2025 | |||||
| Lease cost | ||||||
| Operating lease cost | $ | |||||
| Other information | ||||||
| Operating cash flows used in operating leases | ( |
) | ( |
) | ||
| Remaining lease term (in years) | ||||||
| Discount rate | ||||||
As of September 30, 2026, the annual future minimum lease payments of the Company's operating lease liabilities were as follows:
| 2026 | |||
| 2027 | |||
| Total future minimum lease payments, undiscounted | |||
| Present value discount | ( |
) | |
| Total lease liability | $ |
5. Share capital
Authorized
The Company has authorized an unlimited number of common shares participating, voting and without nominal or par value. Each holder of common shares is entitled to one vote for each share owned on all matters voted upon by shareholders.
Share Consolidation
As a result of the share consolidation, every 50 pre-split common shares issued and outstanding were automatically combined into one new common share. No fractional common shares were issued in connection with the consolidation. Shareholders who otherwise were entitled to receive a fractional share because they held a number of shares not evenly divisible by the share consolidation ratio were rounded down to the next whole share with cash paid in lieu of such fractional shares.
Pursuant to the anti-dilution provisions of the Company's option and warrant agreements, the 50-to-1 share consolidation proportionally adjusted the terms of all outstanding options and warrants, so that 50 options or warrants are now required to purchase one common share. Accordingly, the number of options and warrants outstanding remain unchanged under the original agreements. However, the number of common shares that the options and warrants can be exercised for were adjusted to reflect the share consolidation.
All share, option, warrant and per share amounts in the accompanying unaudited condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the share consolidation for all periods presented.
Regulation A Offering
On March 10, 2025, the Company closed a Tier II Regulation A offering for gross proceeds of $
The Company's Regulation A Warrants are not actively traded and are therefore classified as Level 3 within the fair value hierarchy. The fair value of these warrants is estimated using a Black-Scholes option pricing model. The valuation incorporates significant unobservable inputs and management judgment.
As of September 30, 2026,
The fair value of the Regulation A Warrants were estimated using the Black-Scholes model with the following assumptions:
|
Issue Date March 10, 2025 |
|||
| Valuation date share price | $ | ||
| Exercise price | $ | ||
| Dividend yield | |||
| Risk-free interest rate | |||
| Expected warrant life | |||
| Expected volatility |
Warrant activity as below:
| Number of common share warrants outstanding |
Weighted average exercise price $ |
Weighted average remaining life (years) |
|||||||
| Outstanding as at December 31, 2025 | |||||||||
| Warrants granted | - | ||||||||
| Warrants exercised | - | ||||||||
| Total Warrants outstanding as at September 30, 2026 |
The number of warrants outstanding as at the nine months ended September 30, 2026:
|
|
Warrants outstanding |
|||
|
|
Expiry date |
Exercise price |
Number outstanding |
Number |
|
Warrants issued as part of the IPO |
|
$ |
|
|
|
Regulation A Warrants |
|
$ |
|
|
|
June 30, 2030 Warrants |
|
$ |
|
|
|
Series C and D Warrants |
|
$ |
|
|
Standby Equity Purchase Agreement and At the market program
On February 10, 2025, the Company also announced that it had entered into a standby equity purchase agreement (the "SEPA") with YA II PN, Ltd. ("Yorkville"). Pursuant to the SEPA and subject to the satisfaction of certain conditions, Yorkville was committed to purchase the Company's common shares in increments up to an aggregate gross sales price of $
On December 29, 2025, the Company entered into an equity distribution agreement (the "ATM Agreement") with Maxim Group LLC and Yorkville Securities LLC ("Yorkville Securities" and together with Maxim Group LLC, the "Agents") to create an at-the-market equity program (the "ATM"). Under the ATM Agreement, the Company may offer and sell its common shares from time to time through the Agents. The Company agreed to pay the Agents a commission equal to
6. Stock-based compensation
At September 30, 2026, the Company had in place a stock option plan for employee, non-employee directors, and consultants of the Company (the "Plan"). The Plan provides both for the direct award or sale of shares and for the grant of options to purchase shares. Under the plan, the total number of shares available for options cannot exceed
On March 30, 2026, the Company issued
The following table summarizes option transactions for the Plan:
| Number of options |
Weighted average exercise price $ |
Weighted average remaining contractual life (years) |
Aggregate intrinsic value $ |
|||||||||
| Outstanding at December 31, 2024 | ||||||||||||
| Granted | - | |||||||||||
| Exercised | ( |
) | - | - | ||||||||
| Forfeited | ( |
) | - | - | ||||||||
| Outstanding at September 30, 2025 | ||||||||||||
| Exercisable at September 30, 2025 | ||||||||||||
| Unvested at September 30, 2025 | - | |||||||||||
| Outstanding at December 31, 2025 | ||||||||||||
| Granted | - | |||||||||||
| Forfeited | ( |
) | - | - | ||||||||
| Outstanding at September 30, 2026 | ||||||||||||
| Exercisable at September 30, 2026 | ||||||||||||
| Unvested at September 30, 2026 |
As of September 30, 2026, there were $
The weighted average grant date fair value of awards for options granted during the nine months ended September 30, 2026, was $
|
September 30, 2026 Weighted-average |
|||
| Exercise price | |||
| Share price | |||
| Dividend | |||
| Risk-free interest rate | |||
| Estimated life (in years) | |||
| Expected volatility |
For the three and nine months ended September 30, 2026, stock-based compensation expense was $
7. Related party transactions
On October 18, 2023, the Company signed an agreement with RBx Capital, LP (“RBx”), a family office controlled by the Company’s Executive Chairman and CEO, that provides for certain managerial positions to be filled from within RBx. RBx is responsible for the payment and provision of all wages, bonuses, and benefits for these positions. In January 2026, reimbursable salaries paid to RBx pursuant to this agreement were increased to $
8. Fair value measurements
The accounting guidance for fair value establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1: Observable inputs such as quoted prices in active markets;
Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly; and
Level 3: Unobservable inputs in which there is little or no market data, or which require the reporting entity to develop its own assumptions.
The Company's cash and cash equivalents and restricted cash are classified as Level 1. The fair value of the Company's cash and cash equivalents is determined based on market pricing that is both objective and publicly available. As of September 30, 2026 and December 31, 2025, the fair value of the Company's cash and cash equivalents and restricted cash were $
| September 30, 2026 | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||
| Current assets: | ||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||
| Non-current assets: Money market funds - Restricted cash |
$ | $ | $ | $ | ||||||||
| Total assets measured at fair value | $ | $ | $ | $ | ||||||||
| December 31, 2025 | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||
| Current assets: | ||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||
| Total assets measured at fair value | $ | $ | $ | $ | ||||||||
The Company did not reclassify any investments between levels in the fair value hierarchy during the periods presented.
The carrying value of the Company's secured promissory notes described in Note 12 below approximates the fair value since the financial instrument is short-term with a maturity date of November 27, 2027. As of September 30, 2026 and December 31, 2025, the carrying amounts of the Company's other financial instruments, which include cash and cash equivalents and restricted cash, accounts payable and accrued expenses approximate fair values because of their short-term maturities.
9. Commitments and contingencies
Commitments
As part of the acquisition of Antev, the Company may be required to make future payments contingent on the achievement of specified milestones. These potential payments represent a commitment and may result in future cash outflows. As these milestones conditions are not considered probable, the Company has not recognized liability related to the contingent consideration.
Pursuant to the terms of the Antev Acquisition, the Company acquired
|
Phases |
|
Contingent Consideration agreed for |
|
Contingent Consideration agreed |
|
(i) Advanced Prostate Cancer - Phase 2 success or registration |
|
$ |
|
$ |
|
(ii)Acute Urinary Retention Prevention - Phase 2 success or registration |
|
$ |
|
$ |
|
(iii) FDA NDA approval - Hormone therapy for prostate cancer |
|
Up to $ |
|
$ |
|
(iv) FDA NDA approval - AUR prevention |
|
Up to $ |
|
$ |
As described in Note 10, the Company entered into a Co-Development and License Agreement with Pfizer Inc. ("Pfizer"). Under the agreement the pharmaceutical company is eligible to receive development and regulatory milestone payments upon the achievement of specified clinical and regulatory events across multiple indications, as well as sales-based milestone payments upon the achievement of specified annual and cumulative net sales threshold. Pfizer is eligible to receive tiered royalties on annual net sales of products on a product-by-product and country-by-country basis during the royalty term. The aggregate potential, regulatory and sales milestone payments under Co-Development and License Agreement exceed $
As of September 30, 2026, the Company had no other long-term commitments.
Contingencies
In the ordinary course of business, from time to time, the Company may be involved in various claims related to operations, rights, commercial, employment or other claims. Although such matters cannot be predicted with certainty, management does not consider the Company's exposure to such claims to be material to these consolidated financial statements.
10. Acquisition of In-process research and development asset ("IPR&D")
On September 2, 2026, the Company entered into a co-development and license agreement (the "Agreement") with Pfizer (the "Licensor") relating to CD228V, an investigational antibody-drug conjugate currently under clinical development. Under the Agreement, the Company acquired certain rights to develop, manufacture and commercialize CD228V and related products, together with certain regulatory, clinical and development-related materials. The acquired materials primarily consist of materials to support ongoing clinical and development activities. No material amount of inventory was acquired as part of the transaction.
The Company determined that the transaction represents an asset acquisition and that the acquired CD228V rights constitute in-process research and development ("IPR&D") with no alternative future use. Accordingly, the acquisition cost attributable to the acquired IPR&D was recognized in expense in the unaudited condensed consolidated statement of operations and comprehensive loss.
Under the Agreement, the Company was required to make a one-time, non-refundable and non-creditable upfront payment of $
In connection with the Agreement, the Licensor paid the Company a one-time, non-refundable and non-creditable $
The Agreement provides for an additional payment of $
The Agreement also provides for additional payments upon the achievement of certain development, regulatory and sales milestones and royalties on future sales of licensed products. As of September 30, 2026, the applicable events triggering the development milestone payments had not occurred and no related liability was recognized as noted in Note 9, Commitments.
11. Segment reporting
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company manages the business activities on a consolidated basis and operates as
The following table is representative of the significant expense categories regularly provided to the CODM when managing the Company's single reporting segment. A reconciliation to consolidated operating expenses as the Company's single segment operating loss for the three and nine months ended September 30, 2026 and 2025 is included in the table below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Research and development expenses: | ||||
| SkinJect | ||||
| Clinical, manufacturing and regulatory activities | ||||
| Professional services and intellectual property | ||||
| Teverelix | ||||
| Clinical, manufacturing and regulatory activities | ( |
|||
| Professional services and intellectual property | ||||
| CD228V | ||||
| Professional services and intellectual property | ||||
| Salaries and benefits | ||||
| Total research and development expenses | ||||
| Total general and administrative expenses | ||||
| Total In-Process Research and Development (IPR&D) expenses | ||||
| Total operating expenses | ||||
| Other income (expense): | ||||
| Interest income (expense), net | ( |
( |
||
| Loss on SEPA settlements | ( |
( |
( |
|
| Change in fair value of debentures | ( |
( |
||
| Loss on extinguishment of debentures | ( |
( |
||
| Total other income (expense) | ( |
( |
( |
( |
| Net loss for the period | ( |
( |
( |
( |
12. Debentures and Secured Promissory Notes
On September 17, 2025, the Company entered into a securities purchase agreement with Yorkville to issue a debenture with the principal amount of $
The debenture was initially recorded at fair value, based on the discounted proceeds. Subsequently, the Company accounted for the debenture at amortized cost using the effective interest rate method, resulting in accretion expense of $
On May 27, 2026, the Company entered into a Note Purchase Agreement with Streeterville Capital, LLC ("Streeterville"), pursuant to which the Company issued two secured promissory notes with aggregate principal amounts of $
The Secured Promissory Notes are secured by a first-ranking security interest over substantially all assets of the Company. Guarantees are provided by the Company's subsidiaries.
The Company evaluated the transaction under ASC 470-50, Debt Modifications and Extinguishments, and determined that the issuance of the Streeterville promissory notes and repayment of the Yorkville debenture should be accounted for as an extinguishment of debt. Accordingly, the carrying amount of the Yorkville debenture was derecognized upon settlement, and the newly issued promissory notes were recognized as new debt instruments.
The Company initially recorded the Note A and Note B ("promissory notes") at fair value based on the proceeds received, net of directly attributable debt issuance costs. Subsequently, the Company accounts for the promissory notes at amortized cost using the effective interest method. Debt issuance costs are amortized over the contractual life of the respective promissory notes. The Company incurred $
The Note A permits the lender to require monthly redemptions beginning on the seventh month following the issuance, subject to the terms of the agreement. Beginning on the seventh month following the issuance date, the lender has the right to require monthly redemptions of up to $
Both Note A and Note B contain customary trigger event and event of default provisions, including payment defaults, insolvency events, delisting determinations and specified corporate transactions.
In connection with Note B, $
The Company entered into a Note exchange agreement with the lender on September 1, 2026. The Company exchanged $
In connection with the exchange agreement, a side letter was signed that required the Company to make a mandatory prepayment upon receipt of proceeds from certain equity fundraising or other financing transactions. The required prepayment is equal to the lesser of
The Company evaluated the exchange transaction under ASC 470-50, Debt Modification and Extinguishment and determined that the exchange of Note B to Note A-2 should be accounted for as a debt modification. Accordingly, the carrying amount of the modified portion of Note A and Note B was carried forward and adjusted for the effects of the modification. The Company incurred $
The Note A-2 permits the lender to require monthly redemptions beginning December 27, 2026, subject to the terms of the agreement. The lender has the right to require monthly redemptions of up to $
Similar to Note A and Note B, Note A-2 contains customary trigger event and event of default provisions, including payment defaults, insolvency events, delisting determinations and specified corporate transactions.
As at September 30, 2026, the Company was in compliance with the terms and covenants of all the notes.
The Company evaluated the embedded features contained within the promissory notes, and concluded that certain features would require bifurcation under ASC 815; however, the fair value of such features was determined to be de minimis. Accordingly, no embedded derivative liability was recorded as of September 30, 2026.
| Debenture issued on September 17, 2025: | September 30, 2026 | ||
| Net balance as at December 31, 2025 | |||
| Repayment of new debenture | ( |
) | |
| Interest accretion | |||
| Interest payment | ( |
) |
| Ending balance as of May 27, 2026 | $ | ||
| Repayment of Yorkville debenture | ( |
) | |
| Ending balance as of September 30, 2026 | $ |
| Note A and Note A-2 | September 30, 2026 | ||
| Principal of Note A and Note A-2 | |||
| Discount on debt | ( |
) | |
| Debt issuance costs | ( |
) | |
| Repayment | ( |
) | |
| Interest accretion | |||
| Ending balance | $ | ||
| Interest Payable |
| Note B issued on May 27, 2026: | September 30, 2026 | ||
| Principal of Note B | |||
| Exchange to Note A-2 | ( |
) | |
| Debt issuance costs | ( |
) | |
| Interest accretion | |||
| Ending balance | $ | ||
| Interest Payable |
As of September 30, 2026, total accrued interest related to the promissory notes was $
13. Restricted Cash
As of September 30, 2026, cash of $
14. Liquidity and Going Concern
The Company expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. In addition to the ATM and Secured Promissory Notes (as defined herein), management believes that the Company has access to additional capital resources through public and/or private equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, it is possible that the Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. Further, the terms of any financing may adversely affect the holdings or the rights of the Company’s shareholders. If the Company is unable to secure additional capital, it may be required to take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays or entirely prevent the Company’s continued efforts to progress its research and development program, pursue product portfolio expansion or commercialize its current or future products, each of which is critical to the realization of the Company’s business plan and its future operations. The Company has reprioritized certain development programs and reduced the pace of planned expenditures while it evaluates potential strategic partnerships and other funding opportunities to support the continued advancement of these programs. This uncertainty, together with the Company’s continued losses and outstanding debt obligations, indicates that substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.
The Company is subject to risks associated with any specialty biotechnology company that has substantial expenditures for research and development. There can be no assurance that the Company's research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable.
15. Loss per share
Basic and diluted net loss per share attributable to common shareholders was calculated as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Net loss attributable to shareholders | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
| Weighted average number of common shares outstanding | ||||||||||||
| Basic and diluted net loss per share attributable to shareholders | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
The Company's potentially dilutive securities as of September 30, 2026 and 2025, include stock options and warrants. The Company excluded the potential common shares outstanding at each period end from the computation of diluted net loss per share attributable to common shareholders for the period ended September 30, 2026 and 2025 because including them would have had an anti-dilutive effect.
The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive:
|
|
For the Period Ended |
|
|
|
September 30, 2026 |
September 30, 2025 |
|
Stock options |
|
|
|
Warrants |
|
|
|
|
|
|
16. Subsequent events
Share Consolidation:
At the Company's 2026 Annual General meeting and Special Meeting held on June 3, 2026, the Company's shareholders approved a proposal authorizing the Company's board of directors to effect a consolidation of the common shares at a ratio of up to
All share and per share amounts in the accompanying unaudited condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the share consolidation for all periods presented.
ATM Financing:
Subsequent to the period ended September 30, 2026, the Company completed sales under its ATM pursuant to which it issued
Proposed SkinJect Business Combination:
On November 4, 2026, the Company announced that SkinJect entered into a non-binding letter of intent with an undisclosed special purpose acquisition company for a proposed business combination involving SkinJect (the “Business Combination”) and concurrent equity financing. There can be no assurance that definitive agreements relating to the Business Combination will be signed, that the equity financing will be secured or that the transaction will be completed.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This Item and other sections of this Quarterly Report contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that impact our business. In particular, we encourage you to review the risks and uncertainties described in "Risk Factors" in Part I, Item 1A in the 2025 Annual Report and Part II, Item 1A of this Quarterly Report. These risks and uncertainties could cause actual results to differ materially from those projected or implied by our forward-looking statements contained in this Quarterly Report. These forward-looking statements are made as of the date of this Quarterly Report, and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law. All amounts are expressed in United States dollars unless otherwise stated. Unless otherwise stated, all information in this MD&A is presented giving retroactive effect to the 2026 Share Consolidation (as defined below under "Share Consolidations"). Pursuant to the anti-dilution provisions of the Company's option and warrant agreements, the 2026 Share Consolidation proportionally adjusted the terms of all outstanding options and warrants, so that 50 options or warrants are now required to purchase one common share. Accordingly, the number of options and warrants outstanding remain unchanged under the original agreements. However, the number of common shares that the options and warrants can be exercised for were adjusted to reflect the share consolidation. All share, option, warrant and per share amounts in the accompanying unaudited condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the share consolidation for all periods presented. This discussion should be read in conjunction with the Company's interim unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026 and 2025.
Company Overview
Medicus Pharma Ltd. (the "Company") is a precision guided, biotech/life sciences company focused on advancing novel and potentially disruptive therapeutic assets. The Company looks into opportunities across all therapeutic areas where an unmet need exists for improved patient safety and efficacy. The Company is opportunistically exploring to expand its drug development pipeline through qualified and accretive acquisitions and partnerships.
The Company has three wholly owned subsidiaries, Medicus Pharma Inc. (doing business as Medicus Oncology), a company incorporated in the state of Delaware on October 12, 2023, SkinJect, Inc. ("SkinJect"), a company incorporated in the state of Pennsylvania on March 3, 2015 and, for purposes of engaging in the Secured Promissory Notes (as defined below) transactions, MDCX Holdings, LLC, a limited liability company organized in the state of Utah on May 19, 2026.
The Company also has one non-wholly owned subsidiary, Antev Limited ("Antev"), a company formed in England and Wales, of which it owns 98.6% of the issued and outstanding shares.
SkinJect is focused on the development of a novel "innovation combination product," as an investigational new drug, using uniquely designed, patent-protected dissolvable microneedle arrays ("C-MNA" or "P-MNA") and doxorubicin-containing dissolvable microneedle arrays ("D-MNA") for the treatment of certain skin cancers. To that end, the Company licensed certain technology co-developed by the University of Pittsburgh and Carnegie Mellon University. The Company established and validated fabrication processes relative to the C-MNAs or P-MNAs and D-MNAs, completed pre-clinical testing and secured approval to proceed with clinical trials activity from the Food and Drug Administration ("FDA").
The Company has advanced SkinJect through a multi-stage clinical program. An initial Phase 1 dose-escalation study ("SKNJCT-001") established that the D-MNA patch was well tolerated with no dose-limiting toxicity in patients with basal cell carcinoma ("BCC"). The Company also initiated a study ("SKNJCT-002") to evaluate device penetration in healthy volunteers, but paused the study after enrolling seven of a planned 15 subjects due to variability in array application and ultimately closed the study without further enrollment; no adverse events were reported. The Company also conducted a Phase 2 study ("SKNJCT-003") which was a randomized, double-blinded, three-arm study evaluating two dose levels of D-MNA compared with a device-only control (C-MNA or P-MNA) in patients with nodular type basal cell carcinoma ("nBCC"). The SKNJCT-003 study, conducted across ten sites in the United States, reported topline results in March 2026 showing 73% clinical clearance and 40% histological clearance in the D-MNA arm compared to 38% clinical clearance in the device-only P-MNA arm in the 200 µg patient cohort at Day 57 of the study. The Company provided further updates on the results of the SKNJCT-003 study in June 2026, showing 55% histological clearance and 64% clinical clearance in patients in the 200 µg cohort that were treated with SkinJect. In September 2026, the clinical study report was finalized and an abridged clinical study report for SKNJCT-003 is available on ClinicalTrials.gov (NCT06608238). In September 2026, the Company also announced exclusive development focus for SkinJect in Gorlin Syndrome patients, a rare-autosomal dominant disease, presenting with multiple basal cell carcinoma lesions.
16
In support of this program, the Company submitted a protocol for a registrational Phase 2b study ("SKNJCT-005"), and in July 2026, the FDA issued a "Study May Proceed" letter authorizing the initiation of SKNJCT-005. The Company has also filed applications for Orphan Drug Designation ("ODD") and Rare Pediatric Disease Designation ("RPDD"), the review of which the FDA has held in abeyance pending receipt of additional information from the Company. In September 2026, the Company also announced that it has concluded any further development in sporadic nBCC, following a comprehensive assessment incorporating findings from an independent third party commercial assessment commissioned by the Company, clinical input from Babar K. Rao, MD, FAAD, Clinical Associate Professor of Dermatology at Weill Cornell Medical College and Principal Investigator of the SkinJect Program, findings from the final Phase 2 SkinJect clinical study report and feedback from the FDA's Office of Orphan Products Development.
In August 2025, the Company completed its acquisition of Antev, a UK-based clinical biotech company developing Teverelix, a next-generation gonadotropin-releasing hormone ("GnRH") antagonist, as a first-in-market product for cardiovascular high-risk prostate cancer patients and patients with first acute urinary retention ("AUR") episodes due to enlarged prostate. The Company has received FDA clearance to proceed with a Phase 2b dose-optimization study of Teverelix in men with advanced prostate cancer ("APC"). The Company has since submitted to the FDA a proposed seamless Phase 2b/3 registration-intent protocol that would incorporate the dose-optimization study into its initial stage and, subject to FDA feedback, intends to seek to out-license or otherwise strategically partner the APC program rather than independently fund the proposed study. The Company has also received written feedback from the FDA and central Institutional Review Board approval, with modifications, for an optimized Phase 2 study for the prevention of recurrent AUR in men with benign prostatic hyperplasia. The Company also received investigational new drug authorization from the United Arab Emirates ("UAE") Department of Health, Abu Dhabi ("DOH") for its planned PRECISION-E2 study, a first-of-its-kind, Phase 2a genomics-enabled clinical trial that will evaluate Teverelix in women with symptomatic endometriosis in the UAE.
In September 2026, the Company, through Medicus Oncology, entered into a co-development and license agreement (the "Pfizer Agreement") with Pfizer Inc. ("Pfizer"), under which Pfizer granted the Company, subject to certain rights retained by Pfizer and other qualifications contained therein, an exclusive, worldwide license to develop, manufacture and commercialize PF-08046031 ("CD228V"), an early clinical-stage antibody-drug conjugate targeting melanotransferrin (CD228). The Pfizer Agreement is structured as a co-development arrangement, under which Pfizer is expected to remain involved in the CD228V program. The Company, however, has sole authority over and control of the development, manufacture, regulatory approval and commercialization of CD228V and products incorporating it.
The Company continues to engage with the FDA and international regulators to advance these programs toward registrational development and to pursue further developmental opportunities.
Recent Developments
On September 8, 2026, the Company announced a strategic update to its development portfolio under which CD228V has become the Company's principal development priority. The Company intends to focus initial development of CD228V on establishing clinical proof-of-concept in melanoma, particularly in patients with relapsed or refractory disease, supported by the existing U.S. investigational new drug application for CD228V and a first-in-human Phase 1 clinical study (NCT06799533). In connection with this update, the Company announced that it intends to concentrate development of SkinJect on Gorlin Syndrome and, with respect to Teverelix, to prioritize its approximately 126-patient Phase 2 AUR study and the PRECISION-E2 study, while seeking to advance Teverelix in APC through potential strategic partnerships.
17
On September 11, 2026, the Company and Yorkville (as defined below) mutually agreed to terminate the SEPA (as defined below), effective as of such date. At the time of termination, there were no outstanding borrowings, advance notices or common shares to be issued under the SEPA, and no fees were payable by the Company or Yorkville in connection with the termination.
On September 29, 2026, the Company announced that it had submitted to the FDA a protocol for a Phase 2b/3 registration-intent study of Teverelix in patients with APC at increased cardiovascular risk. As proposed, the study would begin with an initial stage of approximately 80 randomized patients, which would replace the previously FDA-cleared 40-patient open-label Phase 2b dose-optimization study, and, if predefined continuation criteria are satisfied, would enroll approximately 528 additional patients, for a total of approximately 608 patients. Following receipt of FDA feedback, the Company intends to seek to out-license or otherwise strategically partner the Teverelix APC program rather than independently fund the proposed study. There can be no assurance that the FDA will agree with the proposed protocol or that the Company will enter into any such transaction.
On October 7, 2026, the Company announced that it would effect the 2026 Share Consolidation (as defined below) to be effective on October 12, 2026, with the goal of the 2026 Share Consolidation to increase the bid price of the common shares and to enable the Company to regain compliance with the minimum bid price requirement for continued listing on Nasdaq. The common shares commenced trading on Nasdaq on a consolidated basis at the commencement of trading on October 12, 2026. On October 23, 2026, the Company announced that Nasdaq had informed the Company that it had regained compliance with Nasdaq's minimum bid price requirement.
On October 8, 2026, the Company provided a shareholder update celebrating its third anniversary, highlighting three years of progress, focused on execution and capital efficient drug development. The Company has advanced its transformation into a precision oncology-led biotechnology company, with a portfolio of select novel assets, anchored by CD228V, an investigational antibody-drug conjugate molecule utilizing Pfizer's established vedotin linker-payload platform, SkinJect for basal cell carcinomas in patients with Gorlin Syndrome and Teverelix for development opportunities in urology and women's health.
Share Consolidations
On June 25, 2024, the Company's shareholders approved an amendment to the Company's articles of incorporation to provide for a share consolidation (the "2024 Share Consolidation"), or reverse stock split, of the Company's issued and outstanding common shares at such a consolidation ratio to be determined by the Company's board of directors (the "Board") in its sole discretion, to permit the Company to satisfy all conditions and necessary regulatory approvals to list the common shares on a U.S. national securities exchange as the Board may determine in its sole discretion. The Board approved the 2024 Share Consolidation on October 15, 2024, and the 2024 Share Consolidation was completed by the Company on October 28, 2024, at the ratio of 1-for-2. The 2024 Share Consolidation was completed in preparation for a U.S. listing, which was successfully completed in November 2024.
On June 3, 2026, at the Company's 2026 Annual General and Special Meeting of shareholders, the Company's shareholders approved a special resolution authorizing the Board, in its discretion, to effect a consolidation of the Company's common shares on the basis of a consolidation ratio to be determined by the Board, up to a maximum ratio of 50 pre-consolidation common shares for every one post-consolidation common share, if the Board determines such a consolidation is necessary or desirable, including, without limitation, for the purpose of meeting any applicable stock exchange or regulatory requirements (the "2026 Share Consolidation"). The Board subsequently approved the 2026 Share Consolidation, which became effective on October 12, 2026, at the ratio of 50-to-1.
After the completion of the 2026 Share Consolidation, the number of the Company's issued and outstanding common shares decreased from 93,770,921 to 1,850,418. The Company's common shares continue to have no par value following the 2026 Share Consolidation. The 2026 Share Consolidation was completed to regain compliance with the minimum bid price requirement for continued listing on the Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2). No fractional common shares were issued in connection with the 2026 Share Consolidation, and any fractional common share resulting from the 2026 Share Consolidation was rounded down to the nearest whole common share and cash was paid in lieu of such fractional share. Proportionate adjustments were made to the per share exercise price and the number of common shares issuable upon the exercise or conversion of outstanding equity awards, convertible securities and warrants, as well as to the number of common shares issued and issuable under the Company's equity incentive plans.
18
Initial Public Offering
On November 14, 2024, the Company completed its initial public offering with the sale of 19,400 Units at the price of $206.25 per Unit, with each Unit (the "Unit") consisting of one common share and one warrant (the "Public Warrants" and with the Regulation A Warrants and the June 2030 Warrants, each as defined below, the "Warrants"). The Public Warrants are each exercisable at $232 per common share, and expire five years from their date of issuance on November 15, 2029. In addition, the underwriters exercised an option to purchase 2,910 Public Warrants (the "Overallotment Warrants") at a price of $0.50 per warrant.
Total gross proceeds from our initial public offering were $4.0 million, including the proceeds from the Overallotment Warrants. The Company incurred total issuance costs of $2.1 million, including underwriter fees, and legal and other professional fees incurred directly related to the issuance. No Public Warrants issued as part of our initial public offering were exercised during the three and nine months ended September 30, 2026.
Regulation A Offering
On March 10, 2025, the Company completed an offering (the "Regulation A Offering") of 29,800 units at $140 per unit pursuant to Tier II of Regulation A under the Securities Act, with each unit consisting of one common share and one warrant (each, a "Regulation A Warrant"). The Regulation A Warrants have an exercise price of $140 per common share, and expire on March 10, 2030. The aggregate gross proceeds to the Company from the Regulation A Offering were $4.2 million. No Regulation A Warrants were exercised during the three and nine months ended September 30, 2026.
Debentures
On May 2, 2025, the Company entered into a securities purchase agreement with YA II PN, Ltd. ("Yorkville"), under which the Company issued and sold three debentures (the "Initial Debentures") to Yorkville in an aggregate principal amount totaling $5,000,000. The Initial Debentures were issued at a discounted price of 90% for proceeds to the Company of $4,500,000. Interest accrued on the outstanding principal amount of each Initial Debenture at an annual rate of 8%, subject to a potential increase to 18% per annum upon the occurrence of certain events of default. The Initial Debentures had a maturity date of February 2, 2026.
On September 17, 2025, the Company entered into a securities purchase agreement with Yorkville to issue a new debenture (the "Debenture") with the principal amount of $8,000,000 issued at a discount of $633,707 for proceeds of approximately $7,366,293. Interest accrued on the outstanding principal amount of the Debenture at an annual rate of 8%, subject to a potential increase to 18% per annum upon the occurrence of certain events of default. The Debenture had a maturity date of September 17, 2026 and was to be partially repaid using proceeds from the SEPA (as defined below). On May 27, 2026, the Company used part of the proceeds of its issuance of the Secured Promissory Notes to repay and extinguish the outstanding balance and accrued interest owing on the Debenture.
June 2025 Public Offering
On June 2, 2025, the Company closed a public offering with gross proceeds of $7.0 million (the "June 2025 Public Offering"). The Company issued 45,200 units at a price of $155 per unit. Each unit consisted of one common share of the Company and one warrant to purchase one common share (the "June 2030 Warrants"). The June 2030 Warrants have an exercise price of $155 per share, and will expire on June 2, 2030. No June 2030 Warrants were exercised during the three and nine months ended September 30, 2026.
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Warrant Inducement
On July 14, 2025, the Company entered into a warrant inducement agreement (the "Warrant Inducement Agreement") with an institutional investor, pursuant to which the investor agreed to exercise 26,800 existing Regulation A Warrants issued on March 10, 2025, in order to purchase 26,800 of the Company's common shares, in consideration for receiving the 53,600 warrants (the "Series A and B Warrants") with an exercise price of $187.50. In accordance with the Warrant Inducement Agreement, the investor exercised its existing warrants for cash, for gross proceeds of $3.8 million to the Company.
On December 5, 2025, the Company entered into a warrant inducement agreement with an institutional investor (the "Second Warrant Inducement Agreement"), pursuant to which the investor agreed to exercise 53,600 existing Series A and B Warrants, issued on July 14, 2025 with an amended exercise price of $96 per warrant, in order to purchase 53,600 of the Company's common shares, in consideration for receiving 80,400 warrants (the "Series C and D Warrants") with an exercise price of $100 per share. In accordance with the Second Warrant Inducement Agreement, the investor exercised its existing warrants for cash, for gross proceeds of approximately $5.1 million to the Company.
At-the-Market Program
On December 29, 2025, we entered into an equity distribution agreement (the "Equity Distribution Agreement") with Maxim Group LLC and Yorkville Securities, LLC, an affiliate of Yorkville, as agents (together, the "Agents"), whereby the Agents may sell up to $15.3 million of the Company's common shares as part of an at-the-market program (the "ATM"). On April 23, 2026, the Company and the Agents entered into an amendment to the Equity Distribution Agreement, upsizing the ATM program from $15.3 million to up to $50 million. As of September 30, 2026, the Company sold approximately $17.8 million of its common shares in the ATM program.
Secured Promissory Notes
On May 27, 2026, the Company entered into and closed on a note purchase agreement with Streeterville Capital, LLC ("Streeterville"), providing for the issuance of two secured promissory notes: (i) a Secured Promissory Note A in the original principal amount of $12,864,225 carrying an 8.75% interest rate and a 6.7% original issue discount ("Note A") and (ii) a Secured Promissory Note B in the original principal amount of $10,000,000 carrying a 5% interest rate with no original issue discount ("Note B").
On September 1, 2026, the Company entered into a note exchange agreement with Streeterville (the "Note Exchange Agreement") whereby the Company exchanged $2,000,000 of Note B borrowings to a separate Secured Promissory Note A-2 ("Note A-2" and, together with Note A and Note B, the "Secured Promissory Notes"). As a result of the exchange, $2,000,000 of the $10,000,000 previously subject to restriction under Note B was no longer restricted. Upon execution of the Note Exchange Agreement, Note A-2 was issued at a face value of $2,139,037 and a purchase price of $2,000,000, resulting in an issuance discount of $139,037. Note A-2 bears interest of 8.75% per annum compounded daily. The Secured Promissory Notes will mature on November 27, 2027.
Results of Operations
The following table outlines our statements of loss and comprehensive loss for the three and nine months ended September 30, 2026 and 2025:
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| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||
| $ | $ | $ | $ | |||||||||||||||
General and administrative | 2,507,476 | 5,024,082 | (2,516,606 | ) | 14,971,257 | 12,720,666 | 2,250,591 | |||||||||||
| Research and development | 1,952,780 | 1,684,783 | 267,997 | 9,564,865 | 5,130,561 | 4,434,304 | ||||||||||||
| In-process research and development (IPR&D) | 10,000,000 | 8,717,475 | 1,282,525 | 10,000,000 | 8,717,475 | 1,282,525 | ||||||||||||
| Total operating expenses | 14,460,256 | 15,426,340 | (966,084 | ) | 34,536,122 | 26,568,702 | 7,967,420 | |||||||||||
| Loss from operations | (14,460,256 | ) | (15,426,340 | ) | 966,084 | (34,536,122 | ) | (26,568,702 | ) | (7,967,420 | ) | |||||||
| Other income (expense): | ||||||||||||||||||
| Interest income (expense), net | (712,652 | ) | 11,572 | (724,224 | ) | (1,236,441 | ) | 75,442 | (1,311,883 | ) | ||||||||
| Loss on SEPA settlements | - | (157,721 | ) | 157,721 | (127,083 | ) | (157,721 | ) | 30,638 | |||||||||
| Change in fair value of debentures | - | (383,823 | ) | 383,823 | - | (583,823 | ) | 583,823 | ||||||||||
| Loss on extinguishment of debentures | - | (25,000 | ) | 25,000 | - | (25,000 | ) | 25,000 | ||||||||||
| Total other income (expense) | (712,652 | ) | (554,972 | ) | (157,680 | ) | (1,363,524 | ) | (691,102 | ) | (672,422 | ) | ||||||
| Net loss for the period | (15,172,908 | ) | (15,981,312 | ) | 808,404 | (35,899,646 | ) | (27,259,804 | ) | (8,639,842 | ) | |||||||
| Deemed dividend on warrant inducement | - | (4,954,518 | ) | 4,954,518 | - | (4,954,518 | ) | 4,954,518 | ||||||||||
| Foreign currency translation adjustment | (21,249 | ) | 10,828 | (32,077 | ) | 29,680 | 10,828 | 18,852 | ||||||||||
Comprehensive loss for the period attributable to common shareholders | (15,194,157 | ) | (20,925,002 | ) | 5,730,845 | (35,869,967 | ) | (32,203,494 | ) | (3,666,473 | ) | |||||||
| Net loss per common share (basic and diluted) | $ | (11.64 | ) | $ | (56.18 | ) | $ | 44.54 | $ | (35.15 | ) | $ | (95.62 | ) | $ | 60.47 | ||
General and administrative
General and administrative expenses decreased by $2,516,606 or 50.1% for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, and increased by $2,250,591 or 17.7% for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease in general and administrative expenses for the three months ended September 30, 2026, was primarily due to the decrease in the allocation of certain personnel costs to general and administrative expenses as a result of increased research and development activities in 2026. The increase for the nine months ended September 30, 2026 was primarily due to higher stock-based compensation expense, which was $2,136,908, for the nine months ended September 30, 2026 compared to $1,082,482 for the nine months ended September 30, 2025. General and administrative expenses primarily include professional fees, consulting fees, salaries, wages and benefits, general office, insurance, administration expenditures, costs related to business development and investor relations, public relations, market awareness, advocacy and stock-based compensation associated with maintaining investor relations, public relations, market awareness, advocacy, director and officer insurance and compliance with applicable securities law requirements. In addition, there are additional costs, recurring and non-recurring, associated with the Antev acquisition and the Pfizer Agreement.
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Research and development ("R&D")
Research and development expenses consist of costs incurred to research and develop our product candidates and are expensed as incurred. We do not track total R&D expense by program, therapeutic indication or product candidate, as our internal resources are shared across programs and our development priorities shift over time. We separately identify external costs that are directly attributable to the SkinJect, Teverelix and CD228V programs, which primarily include costs related to clinical, manufacturing, and regulatory activities, as well as certain professional services and intellectual property costs. Internal personnel costs (salaries and benefits, including bonuses) are shared across programs, are not attributable to a single product candidate, and are presented as unallocated. Of the total research and development expense noted in the table below, the external, third-party costs that were directly attributable to our product candidates were as follows:
| Nine Months Ended September 30, 2026 | ||||||||||||
| ($) - External R&D costs | SkinJect | Teverelix | CD228V | Total | ||||||||
| Clinical, manufacturing and regulatory activities | 2,475,511 | 2,460,885 | - | 4,936,396 | ||||||||
| Professional services and intellectual property | 196,785 | 115,699 | 80,649 | 393,133 | ||||||||
| Total external costs directly attributable | 2,672,296 | 2,576,584 | 80,649 | 5,329,529 | ||||||||
| Salaries and benefits | - | - | - | 4,235,336 | ||||||||
| Total research and development expense (1) | - | - | - | 9,564,865 | ||||||||
| Nine Months Ended September 30, 2025 | |||||||||
| ($) - External R&D costs | SkinJect | Teverelix | Total | ||||||
| Clinical, manufacturing and regulatory activities | 3,568,401 | 1,238 | 3,569,639 | ||||||
| Professional services and intellectual property | 165,770 | - | 165,770 | ||||||
| Total external costs directly attributable | 3,734,171 | 1,238 | 3,735,409 | ||||||
| Salaries and benefits | - | - | 1,395,152 | ||||||
| Total research and development expense (1) | - | - | 5,130,561 | ||||||
| Three Months Ended September 30, 2026 | ||||||||||||
| ($) - External R&D costs | SkinJect | Teverelix | CD228V | Total | ||||||||
| Clinical, manufacturing and regulatory activities | 464,223 | (1,389,137 | ) | - | (924,914 | ) | ||||||
| Professional services and intellectual property | 51,558 | 37,358 | 80,649 | 169,565 | ||||||||
| Total external costs directly attributable | 515,781 | (1,351,779 | ) | 80,649 | (755,349 | ) | ||||||
| Salaries and benefits | - | - | - | 2,708,130 | ||||||||
| Total research and development expense (1) | - | - | - | 1,952,780 | ||||||||
| Three Months Ended September 30, 2025 | |||||||||
| ($) - External R&D costs | SkinJect | Teverelix | Total | ||||||
| Clinical, manufacturing and regulatory activities | 1,114,470 | 1,238 | 1,115,708 | ||||||
| Professional services and intellectual property | 49,092 | - | 49,092 | ||||||
| Total external costs directly attributable | 1,163,562 | 1,238 | 1,164,800 | ||||||
| Salaries and benefits | - | - | 519,983 | ||||||
| Total research and development expense (1) | - | - | 1,684,783 | ||||||
(1) Total research and development expense reconciles to the amount reported on the Company's consolidated statements of operations for each period presented.
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R&D expenses increased by $267,997 or 15.91% for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. R&D expenses increased by $4,434,304 or 86.43% for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase for the three months ended September 30, 2026, was primarily due to increases of approximately $2.2 million in R&D salaries and benefits, and $0.1 million in external costs attributable to CD228V, partially offset by a decrease of approximately $0.6 million in external costs attributable to SkinJect and $1.4 million in external costs attributable to Teverelix. The increase for the nine months ended September 30, 2026 was primarily due to increases of approximately $2.6 million in external costs attributable to Teverelix, reflecting a full period of development activities following the acquisition of Antev in August 2025, $2.8 million in R&D salaries and benefits, primarily related to Antev personnel, and $0.1 million in external costs attributable to CD228V, partially offset by a decrease of approximately $1.1 million in external costs attributable to SkinJect following the completion of SKNJCT-003.
In-process research and development ("IPR&D")
IPR&D expense was $10,000,000 for each of the three and nine months ended September 30, 2026, compared to $8,717,475 for each of the three and nine months ended September 30, 2025. IPR&D expense for the 2026 periods related to the license of CD228V under the Pfizer Agreement, and represents the $12.0 million upfront payment paid to Pfizer, net of the $2.0 million development funding payment received from Pfizer. IPR&D expense for the 2025 periods related to the in-process research and development acquired in connection with the acquisition of Antev.
The principal risks related to the Company's future performance are that the trials are unsuccessful, the Company does not receive FDA approval to proceed with the next stages of its multiple research and development tracks, the Company is unsuccessful in obtaining future funding needed to continue its research and development tracks or the Company is unable to maintain its listing on the Nasdaq. These are customary risks for a development stage pharmaceutical Company and are less acute than for a Company with a less advanced product. Nevertheless, there can be no assurance that the Company will be able to complete its trials, that the trials will be successful, or that the product will ultimately reach commercialization.
Other income (expense)
Other income (expense) for the three and nine months ended September 30, 2026 was an expense of $712,652 and $1,363,524, respectively, compared to an expense of $554,972 and $691,102 for the three and nine months ended September 30, 2025, respectively. Other income (expense) for the three and nine months ended September 30, 2026 primarily consisted of net interest expense of $712,652 and $1,236,441, respectively, which primarily reflects interest on, and accretion of, the Secured Promissory Notes and, for the nine-month period, the Debenture, as well as a loss on SEPA settlements of $127,083 for the nine months ended September 30, 2026. Other income (expense) for the three and nine months ended September 30, 2025 consisted primarily of interest income of $11,572 and $75,442, respectively, more than offset by changes in the fair value of debentures of $383,823 and $583,823, respectively, losses on SEPA settlements of $157,721 in each period and a loss on extinguishment of debentures of $25,000 in each period.
Liquidity and Capital Resources
We are a clinical stage development company, and we currently do not earn any revenues from our drug development programs and are therefore considered to be in the R&D stage. As required, the Company will continue to finance its operations through the sale of equity or pursue alternative funding sources available to the Company in the future. The continuation of our R&D activities is dependent on our ability to obtain financing.
23
The financial statements and this Management's Discussion and Analysis of Financial Condition and Results of Operations (this "MD&A") have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.
The Company expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. In addition to the ATM and Secured Promissory Notes (as defined herein), management believes that the Company has access to additional capital resources through public and/or private equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, it is possible that the Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. Further, the terms of any financing may adversely affect the holdings or the rights of the Company's shareholders. If the Company is unable to secure additional capital, it may be required to take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays or entirely prevent the Company's continued efforts to progress its research and development program, pursue product portfolio expansion or commercialize its current or future products, each of which is critical to the realization of the Company's business plan and its future operations. This uncertainty, together with the Company's history of losses and its outstanding debt obligations, including debt that will become current by year-end 2026, indicates that substantial doubt exists about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. The financial statements and this MD&A do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.
The Company is subject to risks associated with any specialty biotechnology company that has substantial expenditures for research and development. In addition, the Company has made significant cash investments for certain of its products, most recently with its acquisition of the CD228V license. There can be no assurance that the Company's research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable, requiring the Company to be dependent on additional fundraising activities.
As of September 30, 2026, the Company had cash and cash equivalents of $5,019,755 and restricted cash of $8,075,075 compared to cash and cash equivalents of $8,705,218 and restricted cash of $nil as of December 31, 2025. During the nine months ended September 30, 2026, the Company received $21,377,589 of net proceeds from the issuance of the Secured Promissory Notes, $17,154,819 of net proceeds from the issuance of common shares under the ATM and $4,102,740 of proceeds from the issuance of common shares under the SEPA. For the nine months ended September 30, 2026, cash used in operating activities was $31,893,868 compared to $16,167,654 for the nine months ended September 30, 2025. As of September 30, 2026, the Company had an accumulated deficit of $100,189,301 (December 31, 2025 - $64,348,118) and net loss of $15,172,908 and $35,899,646 for the three and nine months ended September 30, 2026, respectively (September 30, 2025 - $15,981,312 and $27,259,804, respectively). The Company had a working capital deficit of $3,370,880 as of September 30, 2026.
During the nine months ended September 30, 2026, no Public Warrants issued as part of the initial public offering were exercised for cash for nil proceeds to the Company.
None of the outstanding Regulation A Warrants were exercised during the three and nine months ended September 30, 2026 and as of September 30, 2026, no June 2030 Warrants were exercised.
On July 14, 2025, the Company entered into the Warrant Inducement Agreement with an institutional investor, pursuant to which the investor exercised its existing Regulation A Warrants for cash, for gross proceeds of $3.8 million to the Company.
On December 5, 2025, the Company entered into the Second Warrant Inducement Agreement with an institutional investor, pursuant to which the investor exercised its existing Series A and B Warrants for cash, for gross proceeds of approximately $5.1 million to the Company.
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On December 29, 2025, the Company entered into the Equity Distribution Agreement with Maxim Group LLC and Yorkville Securities, LLC, an affiliate of Yorkville, as agents, whereby the Agents may sell up to $15.3 million of our common shares as part of an at-the-market program. On April 23, 2026, the Company and the Agents entered into an amendment to the Equity Distribution Agreement, upsizing the ATM program from $15.3 million to up to $50 million. As of September 30, 2026, the Company had issued 1,035,449 common shares as part of the program. The gross proceeds from the issuances were approximately $17.8 million.
During the nine months ended September 30, 2026, and prior to the termination of the SEPA on September 11, 2026, the Company issued 106,735 common shares at an aggregate market price of $4,229,823 for net proceeds of $4,102,740 under the SEPA.
Standby Equity Purchase Agreement
The Company entered into a standby equity purchase agreement dated February 10, 2025 (the "SEPA") with Yorkville, an investment fund managed by Yorkville Advisors Global, LP. Pursuant to the SEPA, the Company had the option, at its sole discretion, to sell up to $15,000,000 of the Company's common shares to Yorkville at any time during the 36 months following the date of the SEPA.
During the nine months ended September 30, 2026, $3,223,980 of the gross proceeds were held back to partially repay the Company's outstanding debenture and interest to Yorkville, which was fully repaid and extinguished on May 27, 2026. On September 11, 2026, the Company and Yorkville mutually agreed to terminate the SEPA, effective as of such date. At the time of termination, there were no outstanding borrowings, advance notices or common shares to be issued under the SEPA, and no fees were payable by the Company or Yorkville in connection with the termination.
Cash flows
| Nine Months Ended September 30, | |||||||||
| 2026 $ | 2025 $ | Change | |||||||
| Cash used in operating activities | (31,893,868 | ) | (16,167,654 | ) | (15,726,214 | ) | |||
| Cash provided by financing activities | 36,245,297 | 25,286,315 | 10,958,982 | ||||||
| Cash used in investing activities | - | (4,619,152 | ) | 4,619,152 | |||||
| Foreign currency effect on cash and cash equivalents | 38,183 | (1,741 | ) | 39,924 | |||||
| Net change in cash and cash equivalents and restricted cash during the period | 4,389,612 | 4,497,768 | (108,156 | ) | |||||
| Cash and cash equivalents and restricted cash, beginning of period | 8,705,218 | 4,164,323 | 4,540,895 | ||||||
| Cash and cash equivalents and restricted cash, end of period | 13,094,830 | 8,662,091 | 4,432,739 | ||||||
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Cash flows used in operating activities
Cash flows used in operating activities for the nine months ended September 30, 2026, were $31,893,868 compared to cash flows used in operating activities of $16,167,654 for the nine months ended September 30, 2025. The increase is primarily due to the $10.0 million IPR&D cash payment in connection with the Pfizer Agreement and increased spending on research and development and general and administrative expenses, partially offset by non-cash expenses, including stock-based compensation, the issuance of restricted common shares in lieu of cash bonuses and non-cash interest expense, and a decrease in accounts payable.
Cash flows provided by financing activities
Cash flows provided by financing activities for the nine months ended September 30, 2026, were $36,245,297 compared to cash flows provided by financing activities of $25,286,315 for the nine months ended September 30, 2025. The increase is primarily due to gross proceeds of $22,000,000 from the issuance of the Secured Promissory Notes, net proceeds of $17,154,819 from the issuance of common shares under the ATM and net proceeds of $4,102,740 from the issuance of common shares under the SEPA during the nine months ended September 30, 2026, partially offset by the repayment of debentures and other loans of $6,397,262. Financing activities for the nine months ended September 30, 2025, primarily consisted of net proceeds from the issuance of common shares and warrants of $9,790,015, proceeds from the issuance of debentures of $11,866,293, proceeds from the exercise of warrants of $4,729,398 and proceeds from the issuance of common shares under the SEPA of $5,097,005, partially offset by the repayment of debentures and other loan of $5,637,709.
Contractual Obligations
We have no significant contractual arrangements other than those noted in our financial statements.
Off-Balance Sheet Arrangements
As of September 30, 2026, we have not entered into any off-balance sheet arrangements.
Critical Accounting Policies
There have been no material changes to our critical accounting policies and estimates from the information provided in the MD&A section in the 2025 Annual Report.
Updated share information
As of September 30, 2026, we had 1,850,418 common shares issued and outstanding. In addition, there were 140,200 common shares issuable upon the exercise of outstanding stock options and 145,636 common shares issuable upon the exercise of warrants.
Recent Accounting Pronouncements
See Note 2 to our consolidated financial statements.
Subsequent Events
On October 12, 2026, the Company effected the 2026 Share Consolidation, with the goal of the 2026 Share Consolidation to increase the bid price of the common shares and to enable the Company to regain compliance with the minimum bid price requirement for continued listing on Nasdaq. On October 23, 2026, the Company announced that Nasdaq had informed the Company that it had regained compliance with Nasdaq's minimum bid price requirement as set forth in Nasdaq Listing Rule 5550(a)(2).
On November 4, 2026, the Company announced that SkinJect entered into a non-binding letter of intent with an undisclosed special purpose acquisition company for a proposed business combination involving SkinJect (the “Business Combination”) and concurrent equity financing. There can be no assurance that definitive agreements relating to the Business Combination will be signed, that the equity financing will be secured or that the transaction will be completed.
As previously disclosed, the Company received a notice from Nasdaq's Listing Qualifications Department on May 20, 2026, notifying the Company that its market value of listed securities for its common shares had been below $35 million for the previous 30 consecutive business days under Nasdaq Listing Rule 5550(b)(2), that the Company also did not meet the equity standard requirements under Nasdaq Listing Rule 5550(b)(1) or the net income standard requirements under Nasdaq Listing Rule 5550(b)(3) and therefore that the Company was not in compliance with the continued listing standards on the Nasdaq as set forth in Nasdaq Listing Rule 5550(b) (the "MVLS Requirement"). The Company has until November 16, 2026, to regain compliance with the MVLS Requirement.
26
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our "Certifying Officers"), the effectiveness of our disclosure controls and procedures as of September 30, 2026, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date hereof.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q include the risk factors described in the 2025 Annual Report. Any of these risk factors could result in a significant or material adverse effect on the Company's business, financial condition and/or results of operations. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the 2025 Annual Report, other than those reported below.
We are not currently in compliance with one of Nasdaq’s continued listing requirements, and our common shares could be delisted if we do not regain compliance by November 16, 2026. A delisting of our common shares would likely adversely affect their market price and liquidity, could severely impair our ability to raise capital and could result in defaults under certain of our agreements, including our secured promissory notes. These consequences could threaten our ability to continue as a going concern.
On May 20, 2026, we received a notice from Nasdaq’s Listing Qualifications Department notifying us that the market value of listed securities for our common shares had been below the $35 million minimum required under Nasdaq Listing Rule 5550(b)(2) for the previous 30 consecutive business days, that we also did not meet the $2.5 million shareholders’ equity standard under Nasdaq Listing Rule 5550(b)(1) (the “Equity Standard”) or the net income standard under Nasdaq Listing Rule 5550(b)(3) and, therefore, that we were not in compliance with the continued listing standards set forth in Nasdaq Listing Rule 5550(b) (the “MVLS Requirement”). We have until November 16, 2026, to regain compliance with the MVLS Requirement. Unless we are able to demonstrate shareholders’ equity of at least $2.5 million under the Equity Standard, or otherwise regain compliance with the MVLS Requirement, by that date, Nasdaq would issue a delisting determination with respect to our common shares. As of September 30, 2026, we had a total shareholders’ deficit of approximately $10.5 million. We are working to regain compliance with the MVLS Requirement, including by satisfying the Equity Standard, before November 16, 2026; however, there can be no assurance that we will be able to do so. We could appeal a delisting determination to a Nasdaq Hearings Panel, although there can be no assurance that an appeal would be successful or that our common shares would remain listed on Nasdaq during or following an appeal. Even if we regain compliance with the MVLS Requirement by satisfying the Equity Standard, our continuing net losses would reduce our shareholders’ equity, and we may be unable to maintain compliance with the MVLS Requirement or with Nasdaq’s other continued listing requirements in the future.
If our common shares were delisted from Nasdaq, they would likely trade on the over-the-counter market, which is generally less liquid and receives less attention from investors and securities analysts than a national securities exchange. As a result, it could become more difficult for our shareholders to buy or sell our common shares at acceptable prices, the market price of our common shares could decline further, and the number of institutional and other investors willing or able to hold our common shares could decrease.
A delisting would also significantly impair our ability to raise the additional capital that we need to fund our operations and pursue our business objectives, including the continued clinical development of our product candidates. If we are unable to raise sufficient capital on acceptable terms, or at all, we may be required to delay, reduce the scope of or discontinue one or more of our clinical development programs or other business initiatives.
In addition, a delisting could constitute a default or trigger event under, or otherwise give rise to rights and remedies of the counterparties to, certain of our agreements. For example, the secured promissory notes that we issued to Streeterville Capital, LLC in May 2026 (the “Secured Promissory Notes”) contain “Major Trigger Events” and “Minor Trigger Events,” including the failure to maintain the listing of our common shares on a national securities exchange. Upon the occurrence of a trigger event, the holder may increase the outstanding balance of the applicable Secured Promissory Note by 15% for each Major Trigger Event and by 5% for each Minor Trigger Event. A trigger event that is not timely cured becomes an event of default entitling the holder to accelerate the outstanding balance, impose a default rate of interest and exercise its other remedies. We may not have sufficient funds to satisfy any such increased or accelerated obligations, and we may be unable to obtain waivers from the applicable counterparties on acceptable terms, or at all. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations and our ability to continue as a going concern.
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The trading price of our common shares has declined since our recent share consolidation, and further declines could result in delisting on an expedited basis, without an opportunity to regain compliance.
On October 12, 2026, we effected a 1-for-50 consolidation of our issued and outstanding common shares (a reverse stock split) in order to regain compliance with Nasdaq’s minimum bid price requirement of $1.00 per share. On October 23, 2026, Nasdaq notified us that we had regained compliance with that requirement because the closing bid price of our common shares had been at least $1.00 for ten consecutive business days, from October 12, 2026 to October 23, 2026. Since the consolidation, however, the trading price of our common shares declined from a closing price of $3.58 on October 12, 2026 to $1.88 on October 30, 2026, and, our market capitalization as of such date is at its lowest level since our initial public offering. There can be no assurance that the price of our common shares will remain at or above $1.00 per share or that it will not decline further. In addition, because we effected a reverse stock split within the past year, if the closing bid price of our common shares were below $1.00 for 30 consecutive business days at any time before October 12, 2027, we would not be eligible for the customary 180-day compliance period. We also could not regain compliance by effecting another share consolidation during such a period. Instead, Nasdaq would issue a delisting determination, which we could appeal to a Nasdaq Hearings Panel, although there can be no assurance that an appeal would be successful or that our common shares would remain listed during or following an appeal. In addition, a company that has effected reverse stock splits over the prior two-year period at a cumulative ratio of 250-to-1 or more is not eligible for a compliance period. Because our consolidation was effected at a ratio of 1-for-50, any further consolidation at a ratio of 1-for-5 or greater before October 12, 2028 would result in a cumulative ratio of 250-to-1 or more. We would then not be eligible for a compliance period with respect to any bid price deficiency arising before that date. As a result, our ability to use a share consolidation to address a future bid price deficiency is significantly limited.
Separately, Nasdaq has proposed, and on July 22, 2026, the SEC approved under delegated authority, a new continued listing requirement that would require each listed company to maintain a market value of listed securities of at least $5 million, generally calculated by multiplying the closing bid price of its common shares by the number of shares outstanding. However, following the filing of notices of intention to petition for review, the approval order was stayed on July 29, 2026, and on September 11, 2026 the SEC granted review of the approval. The approval order remains stayed until the SEC orders otherwise, and the requirement is therefore not currently in effect. There is no prescribed timeline for the SEC’s action, and we cannot predict whether, when or in what form the requirement will become effective. If the requirement becomes effective and the market value of our listed securities is below $5 million for 30 consecutive business days, Nasdaq could issue a delisting determination immediately, without affording us a compliance period or an opportunity to submit a plan to regain compliance. As of November 2, 2026, the market value of our listed securities was approximately $3.5 million. Accordingly, if the requirement becomes effective, the trading price of our common shares could cause us to fall below the threshold and become subject to delisting on an expedited basis.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
All information required by Item 701 of Regulation S-K as to unregistered sales of equity securities of the Company during the period covered by this Quarterly Report has previously been included in Current Reports on Form 8-K filed with the SEC.
Item 3. Defaults Upon Senior Securities
None.
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Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
* Filed herewith.
** Furnished herewith.
# Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
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^ Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MEDICUS PHARMA LTD. | ||
| Date: November 6, 2026 | By: | /s/ Raza Bokhari |
| Name: | Dr. Raza Bokhari | |
| Title: | Executive Chairman and Chief Executive Officer (Principal Executive Officer) | |
| Date: November 6, 2026 | By: | /s/ Carolyn Bonner |
| Name: | Carolyn Bonner | |
| Title: | President and Chief Financial Officer (Principal Financial and Accounting Officer) | |
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dr. Raza Bokhari, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Medicus Pharma Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 6, 2026
/s/ Raza Bokhari
Dr. Raza Bokhari
Executive Chairman and Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Carolyn Bonner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Medicus Pharma Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 6, 2026
/s/ Carolyn Bonner
Carolyn Bonner
President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Medicus Pharma Ltd. (the "Company") on Form 10-Q for the quarterly period ended September 30, 2026, as filed with the Securities and Exchange Commission (the "Report"), I, Raza Bokhari, Executive Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 6, 2026
/s/ Raza Bokhari
Dr. Raza Bokhari
Executive Chairman and Chief Executive Officer
(Principal Executive Officer)
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Medicus Pharma Ltd. (the "Company") on Form 10-Q for the quarterly period ended September 30, 2026, as filed with the Securities and Exchange Commission (the "Report"), I, Carolyn Bonner, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 6, 2026
/s/ Carolyn Bonner
Carolyn Bonner
President and Chief Financial Officer
(Principal Financial and Accounting Officer)