Medicus Pharma Ltd.

DEF 14A 1 formdef14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.__)

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF

TO BE HELD ON WEDNESDAY, JUNE 3, 2026

AT 10:00 A.M. (EASTERN TIME)

Approximate Date of Mailing of Proxy Materials: May 13, 2026

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS (THE "NOTICE")

The annual general and special meeting (the "Meeting") of holders ("Shareholders") of common shares ("Common Shares") of Medicus Pharma Ltd. (the "Company"), will be held on Wednesday, June 3, 2026, beginning at 10:00 a.m. (Eastern Time), at the offices of Bennett Jones LLP at Suite 3400, One First Canadian Place, Toronto, Ontario, Canada M5X 1A4.

The following matters will be considered at the Meeting:

1. the receipt of the audited financial statements of the Company for the financial years ended December 2025 and 2024, together with the auditor's reports thereon;

2. the appointment of KPMG LLP as auditors for the Company and the authorization of the board of directors of the Company (the "Board") to fix the auditors' remuneration and terms of engagement;

3. the election of the directors for the forthcoming year from the nominees proposed by the Board;

4. a special resolution authorizing the Board to effect a consolidation of the Common Shares on the basis of a consolidation ratio to be determined by the Board, up to a maximum ratio of 50** **pre-consolidation Common Shares for every one post-consolidation Common Share, if the Board determines such a consolidation is necessary or desirable, including, without limitation, for the purpose of meeting any applicable stock exchange or regulatory requirements; and

5. the transaction of such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

This Notice is accompanied by: (1) the proxy statement; (2) the proxy card ("Proxy Card"); and (3) the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (including the audited annual consolidated financial statements of the Company for the fiscal year ended December 31, 2025, together with the notes thereto, and the independent auditor's report thereon and the related management's discussion and analysis) (collectively, the "Proxy Materials"). The Company is not sending the Proxy Materials to registered Shareholders or non-registered Shareholders using notice-and-access delivery procedures under the rules of the U.S. Securities and Exchange Commission and as defined under National Instrument 54-101 -Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 -Continuous Disclosure Obligations.

The record date for the determination of Shareholders of the Company entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is April 30, 2026 (the "Record Date"). Shareholders of the Company whose names have been entered in the register of Shareholders of the Company at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

A Shareholder of the Company may attend the Meeting or may be represented by proxy. Registered Shareholders of the Company who are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof are requested to date, sign and return the accompanying Proxy Card for use at the Meeting or any adjournment(s) or postponement(s) thereof** **and deposit it with the Company's transfer agent, Odyssey Trust Company, Attention: Proxy Department, 702- 67 Yonge Street, Toronto, Ontario, M5E 1J8.

Your proxy or voting instructions must be received in each case no later than 10:00 a.m. (Eastern Time) on Monday, June 1, 2026 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before the beginning of any adjournment(s) or postponement(s) to the Meeting. We encourage Shareholders currently planning to participate in the Meeting to submit their votes or Proxy Card in advance so that their votes will be counted in the event of technical difficulties.The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion without notice.

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If you are anon-registered shareholder of the Company and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary.

Whether or not you plan to attend the Meeting, we encourage you to read this proxy statement andpromptly vote your shares. For specific instructions on how to vote your shares, please refer to the section entitled "How You Can Vote" and to the instructions on your Proxy Card or voting instruction card.

If you have any questions about the Meeting or require more information with respect to the procedures for voting, please contact our strategic shareholder advisor and proxy solicitation agent, Morrow Sodali (Canada) Ltd. ("Sodali & Co") at 1-833-711-4830 toll free in North America or 1-289-695-3075 collect outside North America or by email at assistance@investor.sodali.com.

Dated as of May 1, 2026.

ON BEHALF OF THE BOARD OF MEDICUS PHARMA LTD.

/s/ Raza Bokhari

Dr. Raza Bokhari

Executive Chairman & CEO

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 3, 2026.

The Notice of Annual General and Special Meeting, Proxy Card and Proxy Statement are available online at the "Investor Relations" section of the Company's website at www.medicuspharma.com/investor-relations. The Annual Report on Form 10-K, as amended, for the year ended December 31, 2025, is also available online at the "Investor Relations" section of our website at www.medicuspharma.com/investor-relations.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL AND SPECIAL MEETING, WE ASK YOU TO SUBMIT YOUR VOTE IN ADVANCE OF THE MEETING BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD OR VOTING INSTRUCTION CARD.

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**PROXY STATEMENT FOR THE 2026 ANNUAL GENERAL AND SPECIAL MEETING OF

SHAREHOLDERS OF MEDICUS PHARMA LTD. TO BE HELD ON JUNE 3, 2026

This proxy statement is furnished in connection with the solicitation by management of Medicus Pharma Ltd. of proxies to be used at the 2026 annual general and special meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares") of the Company referred to in the accompanying notice of annual general and special meeting of Shareholders (the "Notice"), to be held on June 3, 2026, beginning at 10:00 a.m. (Eastern Time), at the offices of Bennett Jones LLP at Suite 3400 - One First Canadian Place, 100 King St.W., Toronto, Ontario, Canada, M5X 1A4.

Unless the context otherwise requires, references to "we," "us," "our," "Company" or "Medicus" or similar terms refer to Medicus Pharma Ltd. together with its wholly owned subsidiaries. The mailing address of our principal executive offices is 300 Conshohocken State Rd. Suite 200, W. Conshohocken, PA 19428.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors (the "Board") with respect to each of the matters set forth in the accompanying Notice. You may revoke your proxy by following the instructions set out under the heading "May I change or revoke my vote?".

We made our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 available to Shareholders on March 25, 2026, and filed an amendment thereto on April 29, 2026.

We are an "emerging growth company" under applicable U.S. federal securities laws and therefore permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the U.S.Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We may take advantage of these exemptions until the last day of the fiscal year in which the fifth anniversary of our initial public offering occurs or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large-accelerated filer under the rules of the U.S. Securities and Exchange Commission (the "SEC") or if we issue more than $1.0 billion of non-convertible debt over a three-year period.

We are also a "smaller reporting company," as that term is defined in Rule 12b-2 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 3, 2026

This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available for viewing, printing and downloading on the "Investor Relations" section of our website at www.medicuspharma.com/investor-relations, SEDAR+ at www.sedarplus.ca, and the SEC's website at www.sec.gov.

All references to currency in this proxy statement are in United States dollars, unless otherwise indicated. References to "C$" refer to Canadian dollars.

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