Medicus Pharma reported a net loss of $15.18 million

Cover page 8 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

10 unchanged paragraphs

(Former name, former address and former fiscal year, if changed since last report)

4 unchanged paragraphs

Warrants , each exercisable for one common

share at an exercise price of $4.64 per share

Warrants , exercisable for common

10 unchanged paragraphs

As of August 10, November 2, 2026, there were 63,180,610 1,922,837 common shares, no par value, issued and outstanding.

FORM 10-Q FOR THE QUARTER ENDED JUNE SEPTEMBER 30, 2026

PART I - FINANCIAL INFORMATION 2 1

Controls and Procedures 1 change

PART II - OTHER INFORMATION 21 28

Forward-looking statements 17 changes

2 unchanged paragraphs

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; 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 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 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; the market price of our securities may be volatile and fluctuate substantially, which could cause the value of your investment to decline and may impact our ability to comply with the continued listing requirements of the Nasdaq Capital Market;

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;

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.

any product liability claims; and

the regulatory, legal and certain operating risks that our operations subject us to.

2 unchanged paragraphs

Interim Financial Statements 59 changes

12 unchanged paragraphs

Interest payable on secured promissory notes, current

2 unchanged paragraphs

Interest payable on secured promissory notes, non-current

3 unchanged paragraphs

Common shares, no par value; unlimited shares authorized; 60,168,044 1,850,418 and 25,176,303 503,526 shares issued and outstanding as of June September 30, 2026, and December 31, 2025, respectively

8 unchanged paragraphs

Six months ended June 30,

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (EXPRESSED IN UNITED STATES DOLLARS, EXCEPT NUMBER OF SHARES)

Three months ended June September 30,

Nine months ended September 30,

2 unchanged paragraphs

In-Process Research and Development (IPR&D)

3 unchanged paragraphs

Interest income (expense), net

2 unchanged paragraphs

Loss on extinguishment of debentures

2 unchanged paragraphs

Deemed dividend on warrant inducement

Net loss for the period attributable to common shareholders

1 unchanged paragraph

Comprehensive loss for the period attributable to common shareholders ( 11,429,250 ( 6,176,084 ( 20,675,810 ( 11,278,492

Comprehensive loss for the period attributable to common shareholders ( 15,194,157 ( 20,925,002 ( 35,869,967 ( 32,203,494

6 unchanged paragraphs

Net loss per share attributable to common shareholders - basic and diluted ( 0.21 11.64 ( 0.43 56.18 ( 0.43 35.15 ( 0.81 95.62

15 unchanged paragraphs

Other comprehensive loss income for the period

1 unchanged paragraph

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

12 unchanged paragraphs

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

Other comprehensive income for the period

Balance as of September 30, 2025

3 unchanged paragraphs

Six months ended June 30,

Nine months ended September 30,

7 unchanged paragraphs

Change in fair value of debentures and secured promissory notes

Loss on extinguishment of debentures

Issuance cost related to SEPA

2 unchanged paragraphs

Issuance of restricted securities in lieu of cash bonuses

Foreign exchange gain/loss

2 unchanged paragraphs

Interest payable on secured promissory notes

5 unchanged paragraphs

Proceeds from issuance of shares under SEPA

1 unchanged paragraph

Proceeds from issuance of common shares under ATM, net of issuance costs

1 unchanged paragraph

Proceeds from exercise of stock options

1 unchanged paragraph

Cash paid for financing costs in connection with SEPA

2 unchanged paragraphs

Proceeds from issuance of common shares under ATM, net of issuance costs

Issuance costs for common shares

1 unchanged paragraph

Cash flows from investing activities

Net cash paid for Antev asset acquisition including transaction costs ( 4,619,152

Net cash used in investing activities

7 unchanged paragraphs

Deemed dividend on warrant inducement

Shares issued for acquisition of Antev

Shares to be issued for acquisition of Antev

9 unchanged paragraphs

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).

8 unchanged paragraphs

Prepaid expenses and other current assets include the following:

4 unchanged paragraphs

As of June 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.

5 unchanged paragraphs

Six months ended June 30,

Nine months ended September 30,

1 unchanged paragraph

Other information 88 changes

2 unchanged paragraphs

As of June September 30, 2026, the annual future minimum lease payments of the Company's operating lease liabilities were as follows:

4 unchanged paragraphs

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 50-to-1. Subsequently, the Company's board of directors approved a share consolidation of the Company's common shares on a 50-to-1 basis, which became effective on October 12, 2026.

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.

1 unchanged paragraph

On March 10, 2025, the Company closed a Tier II Regulation A offering for gross proceeds of $ 4,172,000 . The Company issued 1,490,000 29,800 units at a price of $ 2.80 140 per unit. Each unit consisted of one common share of the Company and one warrant to purchase one common share of the Company (each a "Regulation A Warrant"). The Regulation A Warrants have an exercise price of $ 2.80 140 per share and will expire 5 years from the date of issuance on March 10, 2030. The Company incurred total issuance costs of $ 483,020 , including legal fees and placement fees directly related to the issuance. The issuance costs incurred were recognized as a reduction in equity and allocated based on the relative fair values of the Regulation A Warrants and common shares on a standalone basis. The fair value of the common shares was based on the Company's share price on the day of issuance of $ 3.40 170 and the fair value of the Regulation A Warrants was $ 2.63 131.50 per warrant. The Regulation A Warrants were recognized in additional paid-in capital as they met the criteria for equity classification.

1 unchanged paragraph

As of June September 30, 2026, 133,800 29,476 of the 1,490,000 29,800 Regulation A Warrants have been exercised for cash for proceeds to the Company of $ 374,640 4,126,639 . No Regulation A Warrants were exercised during the six nine months ended June September 30, 2026.

6 unchanged paragraphs

Total Warrants outstanding as at June September 30, 2026

The number of warrants outstanding as at the six nine months ended June September 30, 2026:

5 unchanged paragraphs

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 has was committed to purchase the Company's common shares in increments up to an aggregate gross sales price of $ 15,000,000 during the 36 months following the date of the SEPA (such shares, the "Shares"). The Shares will were to be sold at the Company's option pursuant to the SEPA at 97 % of the Market Price (as defined pursuant to the SEPA) and purchases are were subject to certain limitations set forth in the SEPA. For the six nine months ended June September 30, 2026, the Company issued 5,336,780 106,735 common shares pursuant to the SEPA at market prices for gross proceeds of $ 4,229,823 and net proceeds of $ 4,102,740 . During the six nine months ended June September 30, 2026, $ 3,223,980 of the gross proceeds received under the SEPA were held back to partially repay the Company's Yorkville debenture and related interest obligations. As at June 30, 2026 The Company has $ 2,489,206 available to exercise in relation and YA II PN, LTD mutually agreed to terminate the SEPA, effective September 11, 2026.

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 3 % of the gross sales from the sales of the shares pursuant to the ATM Agreement. For the six nine months ended June September 30, 2026, the Company has issued 28,248,981 1,035,449 common shares as part of the program. The gross proceeds from the issuance were $ 12,868,181 17,770,248 .

1 unchanged paragraph

At June 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 10 % of the Company's issued and outstanding common shares at the time of any grant. The Company is authorized to issue options to employees, non-employee directors and consultants under the plan.

On March 30, 2026, the Company issued 975,000 19,500 stock options to directors, officers, and employees of the Company. The options are exercisable at $ 0.50 25 per share, expire five years from the grant date, and vest quarterly over a one-year period. On June 3, 2026, the Company issued an additional 2,075,000 41,500 stock options to directors, officers, and employees of the Company. The options are exercisable at $ 0.36 18 per share, expire five years from the grant date, and vest quarterly over a one-year period. On September 4, 2026, the Company issued 29,000 options to directors, officers and employees of the Company. The options are exercisable at $ 8.53 per share, expire five years from the grant date, and vest quarterly over a one year period. On September 27, 2026, the Company issued 1,000 options to a consultant of the Company. The options are exercisable at $ 7.50 per share, expire five years from the grant date, and vest quarterly over a one year period. During the three months ended June 30, 2026, the Company accelerated the vesting of all options outstanding except the 2,075,000 options, other than 41,500 options that were granted on June 3, during the second quarter of 2026. This resulted in additional share-based compensation of $ 699,834 .

2 unchanged paragraphs

Outstanding at June September 30, 2025

Exercisable at June September 30, 2025

Unvested at June September 30, 2025

1 unchanged paragraph

Outstanding at June September 30, 2026

Exercisable at June September 30, 2026

Unvested at June September 30, 2026

As of June September 30, 2026, there were $ 419,075 542,574 of unrecognized stock-based compensation cost related to share options outstanding, which is expected to be recognized over a weighted-average period of 0.93 0.80 years.

The weighted average grant date fair value of awards for options granted during the six nine months ended June September 30, 2026, was $ 0.24 10.74 . The fair value of options granted was estimated using the Black-Scholes option pricing model, resulting in the following weighted average assumptions for the options granted:

2 unchanged paragraphs

For the three and six nine months ended June September 30, 2026, stock-based compensation expense was $ 1,405,826 131,775 and $ 2,005,133 2,136,908 . respectively. For the three and six nine months ended June September 30, 2025, stock-based compensation expense was $ 117,448 852,757 and $ 585,442 1,082,482 . respectively. Stock-based compensation expense has been reported in the Company's condensed consolidated statements of operations and comprehensive loss within the line items 'general and administrative' expenses. .

1 unchanged paragraph

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 $ 125,000 per month from $ 100,000 per month. Reimbursable salaries paid to RBx were $ 750,000 375,000 and $ 600,000 300,000 during the six three months ended June September 30, 2026, and 2025, respectively. Reimbursable salaries paid to RBx were $ 1,125,000 and $ 900,000 during the nine months ended September 30, 2026, and 2025, respectively. Additional expenses of $ 455,486 132,205 and $ 64,046 128,879 were incurred by RBx on behalf of the Company during the three months ended June September 30, 2026, and 2025, respectively. Additional expenses of $ 898,983 281,310 and $ 104,911 233,790 were incurred by RBx on behalf of the Company during the six nine months ended June September 30, 2026, and 2025, respectively. The total amount of accounts payable to RBx was $ 161,846 162,649 and $ 121,273 194,152 as of June September 30, 2026, and December 31, 2025, respectively. The reimbursable salaries and additional expenses incurred by RBx on behalf of the Company are included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

5 unchanged paragraphs

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 June September 30, 2026 and December 31, 2025, the fair value of the Company's cash and cash equivalents and restricted cash were $ 25,191,540 13,094,830 and $ 8,705,218 , respectively. As of June September 30, 2026 and December 31, 2025, the Company's cash equivalents are invested in money market funds.

Money market funds - Restricted cash

1 unchanged paragraph

Cash and cash equivalents

2 unchanged paragraphs

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 June 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.

2 unchanged paragraphs

Pursuant to the terms of the Antev Acquisition, the Company acquired 98.60 % of ownership in Antev including all the assets and its In-Process Research and Development (IPR&D) - Teverelix. There was additional contingent consideration based on the following development milestones of the IPR&D:

Contingent Consideration agreed for Antev shares acquired through issue of shares

Antev shares acquired through issue of

Contingent Consideration agreed

for Antev shares acquired by cash

Contingent Consideration agreed for Antev shares acquired by cash payment (i) Advanced Prostate Cancer - Phase 2 success or registration

$ 2.00 100 per common share issued

2 unchanged paragraphs

$ 7.50 375 per common share issued

7 unchanged paragraphs

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 $ 1.0 billion, assuming achievement of all applicable milestones across multiple indications and commercial thresholds.

As of June September 30, 2026, the Company had no other long-term commitments.

1 unchanged paragraph

Six Months Ended June 30,

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 $ 12.0 million on September 2, 2026. The Company recognized the applicable acquisition cost as acquired IPR&D expense during the three and nine months ended September 30, 2026.

In connection with the Agreement, the Licensor paid the Company a one-time, non-refundable and non-creditable $ 2.0 million development funding payment, which is required to be used to fund development activities for CD228V under the development plan. As of September 30, 2026, the Company had incurred qualifying costs in excess of the development funding received. Accordingly, the Company recognized the $ 2.0 million payment as a reduction of the related acquired IPR&D expense. As a result, the Company recognized net acquired IPR&D expense of $ 10.0 million in the unaudited condensed consolidated statement of operations and comprehensive loss during the three and nine months ended September 30, 2026.

The Agreement provides for an additional payment of $ 15.0 million to be made on the first anniversary of the effective date of the agreement September 2, 2027, unless the Company exercises its right to terminate the Agreement by providing written notice of termination by June 4, 2027, provided the first patient has not yet been dosed in the Phase 1 clinical trial. If the first patient is dosed before June 4, 2027, the Company would instead be required to provide at least 90 days' notice before such dosing occurs to terminate the Agreement. If the Company exercises its termination right, the rights and obligations under the Agreement cease. As the Company's ability to terminate the Agreement is within the Company's control, no liability for the $ 15.0 million payment was recognized as of September 30, 2026.

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.

10. 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 one reportable segment that constitutes all of the consolidated entity, which is the business of advancing the clinical development program of the Company's product, while opportunistically identifying, evaluating, and acquiring accretive assets, properties or businesses. The Company's CODM is its Chief Executive Officer. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The CODM uses consolidated net loss to measure segment loss, allocate resources and assess performance. The significant segment expense categories (general and administrative and research and development) are consistent with those presented on the face of the statements of operations and comprehensive loss. Other segment items are interest (income) expenses which are consistent with those presented on the face of the statements of operations and comprehensive loss. Additionally, the CODM reviews cash forecast models to determine where the Company will invest in planned research and development activities. As the Company's operations are comprised of a single reporting segment, the segment assets are reflected on the accompanying condensed consolidated balance sheet as Total Assets. Segment asset information is not used by the CODM to allocate resources.

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 six nine months ended June September 30, 2026 and 2025 is included in the table below:

Three Months Ended June September 30,

Nine Months Ended September 30,

5 unchanged paragraphs

Professional services and intellectual property

3 unchanged paragraphs

Total In-Process Research and Development (IPR&D) expenses

2 unchanged paragraphs

Interest income (expense), net

2 unchanged paragraphs

Loss on extinguishment of debentures

2 unchanged paragraphs

11. 12. Debentures and Secured Promissory Notes

1 unchanged paragraph

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 $ 374,712 for the six nine months ended June September 30, 2026. The effective interest rate calculated was 32.75 % as of June 30, 2026. the repayment date. On May 27, 2026, the Company repaid the outstanding principal balance of $ 2,343,778 related to the Yorkville debenture, together with accrued interest of $ 135,664 , using proceeds received from the issuance of the Secured Promissory Notes.

5 unchanged paragraphs

As at June 30, 2026, the Company was in compliance with the terms and covenants of both notes.

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. Upon the occurrence of such trigger events, the lender may increase the outstanding balance by 5% for certain minor trigger events or 15% for certain major trigger events, as more fully described in Note A and Note B, subject to contractual limitations. Following an event of default, the lender may accelerate repayment and default interest may accrue at a rate of up to 18% per annum, subject to applicable law.

1 unchanged paragraph

The Company entered into a Note exchange agreement with the lender on September 1, 2026. The Company exchanged $ 2,000,000 of Note B borrowings to a separate Note A-2 borrowing. Upon execution of the exchange the 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 and matures at the same time as Note A and B above on November 27, 2027. Upon the exchange, the $ 2,000,000 related to Note A-2 was no longer subject to the restrictions applicable to Note B.

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 25 % of the gross proceeds from the applicable financing transaction and the aggregate outstanding balance of the A Notes and is payable within two trading days of receipt of the proceeds. The lender may determine the outstanding A Note against which the mandatory prepayment is applied. As at September 30, 2026 the Company has repaid $ 860,680 of the Note A principal based on the financing proceeds received.

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 $ 7,411 in debt issuance cost related to the promissory notes exchange which was expensed during the nine months ended September 30, 2026.

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 $ 100,000 per month plus make-whole interest calculated as if the redeemed amount had remained outstanding until maturity. If the Company fails to satisfy a redemption notice within the required period, the outstanding balance is increased by 20 % of the applicable redemption amount. In addition, beginning on November 27, 2026 Note A-2 permits the lender to require limited redemptions of up to 5 % of the cumulative daily dollar trading volume during specified redemption windows when the Company's common shares trade at least 15 % above the defined Minimum Price per the agreement. Such limited redemptions are payable at 110 % of the applicable redemption amount.

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. Upon the occurrence of trigger events, the lender may increase the outstanding balance by 5% for certain minor trigger events or 15% for certain major trigger events, subject to contractual limitations. Following an event of default, the lender may accelerate repayment, and default interest may accrue at a rate of up to 18% per annum, subject to applicable law.

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 June September 30, 2026.

3 unchanged paragraphs

Ending balance as of March 31, May 27, 2026

1 unchanged paragraph

Note A issued on May 27, 2026:

Ending balance as of June September 30, 2026

Principal of Note A and Note A-2

1 unchanged paragraph

Exchange to Note A-2

As of June September 30, 2026, total accrued interest of $ 81,426 related to the promissory notes was $ 573,596 . The interest is payable at maturity or upon redemption of the principal. Of the total accrued interest, $ 289,710 was included in accounts the current portion of interest payable on secured promissory notes and $ 283,886 was included in the non-current portion of interest payable on secured promissory notes on the condensed consolidated balance sheet, with the corresponding amount amounts recognized in interest expense in the condensed consolidated statement of operations and comprehensive loss.

As of June September 30, 2026, cash of US$ 10.0 $ 8.08 million was held in a restricted deposit account maintained by a subsidiary of the Company pursuant to the Deposit Account Control Agreement entered into in connection with the Note B financing. The funds are subject to a first-ranking security interest in favour of the lender and are not available for general corporate purposes except in accordance with the financing arrangements. Accordingly, the balance has been presented as restricted cash in the condensed interim consolidated statement of financial position. balance sheet.

13. 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 SEPA and Debenture 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, along together with the Company's history of 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.

1 unchanged paragraph

Six Months Ended June 30,

Basic and diluted net loss per share attributable to ordinary common shareholders was calculated as follows:

Three Months Ended June September 30,

Nine Months Ended September 30,

2 unchanged paragraphs

Basic and diluted net loss per share attributable to shareholders ( 0.21 11.64 ( 0.43 56.18 ( 0.43 35.15 ( 0.81 95.62

2 unchanged paragraphs

and 8 more changes in the filing

MD&A 162 changes

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 six nine months ended June September 30, 2026 and 2025.

Medicus Pharma Ltd. (the "Company") is a clinical stage, multi-strategy, precision guided, biotech/life sciences company focused on investing in and accelerating clinical development programs of 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.

2 unchanged paragraphs

The Company is separately pursuing SkinJect as a treatment for Gorlin Syndrome (Nevoid Basal Cell Carcinoma Syndrome), a rare inherited genetic disorder associated with lifelong development of multiple basal cell carcinomas and recurrent skin cancers. In support of this program, the Company is pursuing a registrational Phase 2b study design ("SKNJCT-005") and filed applications for Orphan Drug Designation and Rare Pediatric Disease Designation.

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 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, and in Europe, 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 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 ug µg cohort that were treated with SkinJect. The Company is conducting a separate Phase 2 study In September 2026, the United Arab Emirates ("SKNJCT-004") clinical study report was finalized and an abridged clinical study report for SKNJCT-003 is available on ClinicalTrials.gov (NCT06608238). In September 2025, gained FDA alignment to pursue 2026, the 505(b)(2) regulatory pathway to treat BCC using D-MNA. Company also announced exclusive development focus for SkinJect in Gorlin Syndrome patients, a rare-autosomal dominant disease, presenting with multiple basal cell carcinoma lesions.

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 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"). and 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 design for the prevention of recurrent AUR in men with benign prostatic hyperplasia. The Company has also submitted an received investigational new drug application to 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.

1 unchanged paragraph

On April 6, 2026, the Company announced its submission of an optimized Phase 2 clinical study design to the FDA for Teverelix, for the prevention of recurrent AUR in men with benign prostatic hyperplasia as part of the Company's existing open investigational new drug for Teverelix.

On April 17, 2026, the Company announced its submission of an orphan drug designation application to the FDA for SkinJect for the treatment of BCC in patients with Gorlin Syndrome, a rare genetic disorder characterized by the development of multiple, recurrent skin cancers.

On April 21, 2026, the Company received written notice from the Listing Qualifications Department of Nasdaq, notifying the Company that the closing bid price for the common shares had been below $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with the Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until October 19, 2026, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the common shares must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-day period. The notice has no immediate effect on the listing or trading of the common shares on the Nasdaq Capital Market.

On May 6, 2026, the Company announced results from a pre-specified expanded dataset analysis demonstrating positive dose response from its Phase 2 SKNJCT-003 study evaluating safety and efficacy of D-MNA to treat nBCC of the skin, the most common type of skin cancer. This additional pre-specified analysis, builds upon the previously reported positive topline results, provides expanded biological, histologic, and safety insights that further strengthen SkinJect's therapeutic profile and future registrational discussions with the FDA. The expanded analysis showed clear and consistent dose response relationship across endpoints, demonstrating stronger separation between the 200ug cohort and control, particularly at Day 57. These additional findings are also consistent with prior Phase 1 clinical observations in the SKNJCT-001 study in March 2021, and interim analysis of SKNJCT-003 in March 2025, reinforcing reproducibility across studies.

On June 3, 2026, the Company announced its submission of Protocol SKNJCT-005 to the FDA under the Company's existing Investigational New Drug ("IND") application, for SkinJect into registrational development for patients with Gorlin Syndrome, also called Nevoid Basal Cell Carcinoma Syndrome, a rare inherited genetic disorder associated with lifelong development of multiple basal cell carcinomas and recurrent skin cancers, often resulting in repeated surgical procedures. The submitted protocol outlines a Phase 2b, open-label study designed to generate efficacy and safety data intended to support a future new drug application for SkinJect in Gorlin Syndrome.

On June 8, 2026, the Company announced its submission of a substantial modification application through the European Union Clinical Trials Information System supporting the planned Phase 2b study of Teverelix in APC. The planned Phase 2b study is designed to optimize dose selection and further characterize the pharmacokinetic, pharmacodynamic, efficacy and safety profile of Teverelix ahead of planned registrational development. Medicus has previously engaged extensively with the FDA regarding its APC development strategy, including future studies focused on patients with elevated cardiovascular risk.

On June 11, 2026, the Company announced its submission of an IND application to the DOH for PRECISION-E2, a first-of-its-kind, Phase 2a genomics-enabled clinical trial evaluating Teverelix in women with symptomatic endometriosis in the UAE. The PRECISION-E2 study is designed to combine clinical outcomes, hormonal biomarkers, pharmacokinetic and pharmacodynamic measurements, and genomic analyses to better understand treatment response variability in women suffering from endometriosis.

On June 15, 2026, the Company announced its submission of Rare Pediatric Disease Designation ("RPDD") request to the FDA for SkinJect, the Company's investigational D-MNA patch, for the treatment of BCC in patients with Gorlin Syndrome, also known as Nevoid Basal Cell Carcinoma Syndrome. The RPDD submission was made pursuant to Section 529 of the Federal Food, Drug, and Cosmetic Act and follows the Company's previously announced Orphan Drug Designation ("ODD") application (DRU-2026-11578), and Registrational study design (SKNJCT-005) which remains under FDA review. The design of the Company's Gorlin Syndrome development program has been informed through engagement with clinical experts and the Gorlin Syndrome Alliance, a patient advocacy group focused on the needs and priorities of this unique patient population.

On June 24, 2026, the Company participated in the 2026 Bio International Conference in San Diego, California, where Dr. Faisal Mehmud, Chief Medical Officer of Medicus, delivered a company presentation highlighting clinical, regulatory and strategic advancements across the Company's development portfolio. The presentation included, among other updates, the updated positive decision-grade dataset from the Phase 2 SKNJCT-003 study, which demonstrated a clear dose-response relationship and clinically meaningful complete response rates (55% histological clearance and 64% clinical clearance) in patients in the 200 ug cohort that were treated with SkinJect.

On July 16, 2026, the Company announced it received written feedback from the FDA and central Institutional Review Board approval, with modifications, for its optimized Phase 2 clinical study of Teverelix in men following a first episode of AUR. The Company submitted the optimized protocol to the FDA on April 2, 2026, under its existing IND application for Teverelix. The redesigned study is expected to enroll approximately 126 patients across the United States and Europe, compared with approximately 390 patients contemplated under the Company's previously disclosed development plan, and is intended to generate an early pharmacodynamic signal while supporting dose optimization, route selection and future clinical development.

On July 27, 2026, the Company announced that the FDA completed its safety review of the Company's IND application for SKNJCT-005 and issued a "Study May Proceed" letter authorizing the initiation of the Company's NDA-enabling registrational Phase 2b clinical study evaluating SkinJect 200 mcg in patients with Gorlin Syndrome presenting with multiple BCCs.

On July 31, 2026, the Company announced that the UAE DOH has granted IND authorization for the Company's PRECISION-E2 Phase 2a clinical study evaluating Teverelix in women with moderate-to-severe symptomatic endometriosis.

On August 3, 2026, the Company announced the appointment of Faisal Mehmud, MD, MRCP, as chief executive officer of Antev, effective August 30, 2026. Dr. Mehmud will continue to serve as Chief Medical Officer of Medicus and Co-Chairman of Antev.

After the completion of the Share Consolidation, the number of the Company's issued and outstanding common shares decreased from 21,693,560 to 10,846,721. The par value of the Company's common shares remains unchanged at $0 per share after the Share Consolidation. The Share Consolidation was completed in preparation for a U.S. listing.

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.

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 Company's Board of directors may determine in its sole discretion. Our The Board of directors 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 As of (the date hereof, "2026 Share Consolidation"). The Board has neither effected such subsequently approved the 2026 Share Consolidation, nor announced an intention to do so. 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.

1 unchanged paragraph

On November 14, 2024, the Company completed its initial public offering with the sale of 970,000 19,400 Units at the price of $4.125 $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 145,500 2,910 Public Warrants (the "Overallotment Warrants") at a price of $0.01 $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 six nine months ended June September 30, 2026.

1 unchanged paragraph

On March 10, 2025, the Company completed an offering (the "Regulation A Offering") of 1,490,000 29,800 units at $2.80 $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 $2.80 $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 six nine months ended June September 30, 2026.

On May 2, 2025, the Company entered into a securities purchase agreement with YA II PN, Ltd. ("Yorkville"), under which the Company has 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.

2 unchanged paragraphs

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 2,260,000 45,200 units at a price of $3.10 $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 $3.10 $155 per share, and will expire on June 2, 2030. No June 2030 Warrants were exercised during the three and six nine months ended June September 30, 2026.

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 to purchase up to 1,340,000 of the Company's common shares issued on March 10, 2025, and with an exercise price in order to purchase 26,800 of $2.80 per the Company's common share, shares, in consideration for receiving the 2,680,000 53,600 warrants (the "Series A and B Warrants") with an exercise price of $3.75. $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, to purchase up to 2,680,000 of the Company's common shares issued on July 14, 2025 with an amended exercise price of $1.92 $96 per warrant, in order to purchase 53,600 of the Company's common share, shares, in consideration for receiving 4,020,000 80,400 warrants (the "Series C and D Warrants") with an exercise price of $2.00. $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.

1 unchanged paragraph

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 our 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.

1 unchanged paragraph

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 (the ("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 (the ("Note B"). and together with the Note A, the "Secured Promissory Notes"). The Secured Promissory Notes will mature on November 27, 2027.

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.

1 unchanged paragraph

June 30, Six months ended

$ $ Change $ $ Change

General and administrative 6,571,097 4,576,524 1,994,573 12,463,781 7,696,584 4,767,197

Research and development 4,907,692 1,439,564 3,468,128 7,612,085 3,445,778 4,166,307

Total operating expenses 11,478,789 6,016,088 5,462,701 20,075,866 11,142,362 8,933,504

Loss from operations (11,478,789 ) (6,016,088 ) (5,462,701 ) (20,075,866 ) (11,142,362 ) (8,933,504 )

The following table outlines our statements of loss and comprehensive loss for the three and six nine months ended June September 30, 2026 and 2025:

September 30, Nine Months Ended

2026 2025 Change 2026 2025 Change

General and administrative

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 )

1 unchanged paragraph

Finance income - 40,004 (40,004 ) - 63,870 (63,870 )

Interest expense (205,638 ) - (205,638 ) (523,789 ) - (523,789 )

Change in fair value of debentures and secured promissory notes - (200,000 ) 200,000 - (200,000 ) 200,000

Total other income (expense) (205,638 ) (159,996 ) (45,642 ) (650,872 ) (136,130 ) (514,742 )

Net loss for the period (11,684,427 ) (6,176,084 ) (5,508,343 ) (20,726,738 ) (11,278,492 ) (9,448,246 )

Foreign currency translation adjustment 255,177 - 255,177 50,928 - 50,928

Comprehensive loss for the period (11,429,250 ) (6,176,084 ) (5,253,166 ) (20,675,810 ) (11,278,492 ) (9,397,318 )

Net loss per common share (basic and diluted) (0.21 ) (0.43 ) 0.22 (0.43 ) (0.81 ) 0.38

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 ) - (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

1 unchanged paragraph

General and administrative expenses increased decreased by $1,994,573 $2,516,606 or 43.6% 50.1% for the three months ended June September 30, 2026, compared to the three months ended June September 30, 2025, and increased by $4,767,197 $2,250,591 or 61.9% 17.7% for the six nine months ended June September 30, 2026, compared to the six nine months ended June September 30, 2025. This increase The decrease in general and administrative expenses for the three months ended September 30, 2026, was primarily due to an increase the decrease in consulting fees, salaries the allocation of certain personnel costs to general and wages with administrative expenses as a result of increased headcount at board and management level research and fees, expenses related to business development and investor relations and 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 increased regulatory requirements following the Company's initial public offering, transition to U.S. domestic issuer status, multiple financing transactions and the Antev acquisition and the Pfizer Agreement.

1 unchanged paragraph

Six months ended June 30, 2026

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, and 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 share-based compensation) 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

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 82 more changes in the filing

Controls and procedures 2 changes

1 unchanged paragraph

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 June September 30, 2026, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June September 30, 2026, our disclosure controls and procedures were effective.

1 unchanged paragraph

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 June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors 9 changes

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.

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.

Unregistered sales of stock 2 changes

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.

Other than the aforementioned transactions, All other 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.

Exhibits 18 changes

6 unchanged paragraphs

10.1 Amendment No. 1 to the Equity Distribution Agreement, dated April 23, 2026, among Medicus Pharma Ltd., Maxim Group LLC and Yorkville Securities, LLC (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on April 24, 2026)

10.3 Secured Promissory Note A-1 dated May 27, 2026, made by the Company in favor of Streeterville Capital, LLC (incorporated by reference from Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on May 27, 2026)

10.4 Secured Promissory Note B dated May 27, 2026, made by the Company in favor of Streeterville Capital, LLC (incorporated by reference from Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed with the SEC on May 27, 2026)

10.5 Security Agreement dated May 27, 2026, by and between the Company and Streeterville Capital, LLC (incorporated by reference from Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed with the SEC on May 27, 2026)

10.6 Security Agreement dated May 27, 2026, by and between Antev Limited and Streeterville Capital, LLC (incorporated by reference from Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed with the SEC on May 27, 2026)

10.7 Intellectual Property Security Agreement dated May 27, 2026, by and between Antev Limited and Streeterville Capital, LLC (incorporated by reference from Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed with the SEC on May 27, 2026)

10.8 Guaranty dated May 27, 2026, made by SkinJect, Inc., Medicus Pharma, Inc., Antev Limited, and MDCX Holdings, LLC for the benefit of Streeterville Capital, LLC (incorporated by reference from Exhibit 10.7 to the Registrant's Current Report on Form 8-K, filed with the SEC on May 27, 2026)

3.5 Bylaws Articles of Amendment of Medicus Pharma Ltd., as in effect effective as of the date hereof October 12, 2026 (incorporated by reference from Exhibit 3.1 to the Registrant's Quarterly Current Report on Form 10-Q, 8-K, filed with the SEC on August 11, 2025) October 16, 2026)

3.6 Bylaws of Medicus Pharma Ltd., as in effect as of the date hereof (incorporated by reference from Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2025)

10.2# Note Purchase 10.1#^ Co-Development and License Agreement, dated May 27, September 2, 2026, by and between the Company Medicus Pharma Inc. and Streeterville Capital, LLC Pfizer Inc. (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on May 27, September 3, 2026)

31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

3 unchanged paragraphs

No. Description of Exhibit

7 unchanged paragraphs

# Schedules and certain other private or confidential information (as indicated therein) have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

# 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.

^ 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.

1 unchanged paragraph

Date: August 12, November 6, 2026 By: /s/ Raza Bokhari

3 unchanged paragraphs

Date: August 12, November 6, 2026 By: /s/ Carolyn Bonner

3 unchanged paragraphs