Medicus Pharma Ltd.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Previous report

On April 15, 2026, the Company issued 500,000 common shares to an accredited investor under a strategic media agreement for advertising services to the Company. In addition, on April 22, 2026, the Company granted 250,000 Common Shares to certain accredited investors as compensation for services rendered to the Company. Such issuances and grants of common shares were made in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.