Core Points - Medicus Pharma Ltd. held its annual and special meeting of shareholders on July 22, 2025, where all resolutions were passed [1] - The company elected all eight nominees for the board of directors, including Congresswoman Cathy McMorris Rodgers and Ajay Raju [2][3] - The shareholders expressed pride in electing a diverse and experienced leadership team in drug development and governance [2] Board Members - Congresswoman Cathy McMorris Rodgers has a distinguished record in public service, serving as a U.S. Representative for Washington's 5th Congressional District from 2004 to 2025 [4][5] - Ajay Raju is an attorney and venture capitalist with extensive experience in structured finance, real estate, and life sciences [8] - Dr. Raza Bokhari serves as Executive Chairman and CEO, with a background in life sciences and healthcare services [9][10] - Other continuing board members include Dr. Larry Kaiser, Robert J. Ciaruffoli, William L. Ashton, Barry Fishman, and Dr. Sara R. May, each bringing significant experience in their respective fields [13][14][15][16][17] Shareholder Approvals - Shareholders approved the appointment of KPMG LLP as auditors and authorized the board to fix the auditors' remuneration [18] - An amendment to the company's by-laws was approved to increase the quorum requirement for shareholder meetings [18] - Approval was granted for the issuance of common shares under the Standby Equity Purchase Agreement, which may exceed 20% of the outstanding shares [18] - An amendment to increase the voting threshold required to remove the Chairman of the Board to 75% was also approved [18] Company Overview - Medicus Pharma Ltd. is a biotech/life sciences company focused on accelerating clinical development programs for novel therapeutics [20] - The company is engaged in multiple countries across three continents [20] - SkinJect Inc., a subsidiary of Medicus, is developing a non-invasive treatment for basal cell skin cancer using a dissolvable microneedle patch [21] - The company announced a definitive agreement to acquire Antev, a UK-based biotech company, which is subject to certain closing conditions [22]

Core Viewpoint - Quantum BioPharma Ltd. has successfully dismissed a reconsideration motion by Dr. Raza Bokhari, affirming the company's position in a legal dispute regarding his termination as CEO [1][2]. Legal Proceedings - Dr. Raza Bokhari's claim of wrongful dismissal was dismissed by Arbitrator Cunningham, resulting in Quantum BioPharma being awarded approximately CAD $2.81 million in arbitration costs plus interest [2]. - The Court of Appeal awarded an additional CAD $180,000 in costs related to Dr. Bokhari's failed motion for leave to appeal [2]. - Quantum BioPharma has initiated a Petition to Confirm Arbitration Award in the U.S. District Court to collect the awarded amounts from Dr. Bokhari, which includes various monetary judgments totaling USD $147,301.04 and CAD $2,814,229.15, among others [3]. Company Overview - Quantum BioPharma is focused on developing innovative biopharmaceutical solutions for neurodegenerative and metabolic disorders, as well as alcohol misuse disorders [4]. - The company is advancing its lead compound, Lucid-MS, which aims to prevent and reverse myelin degradation associated with multiple sclerosis [4]. - Quantum BioPharma retains a 25.71% ownership stake in Celly Nutrition Corp., which markets the product UNBUZZD™, and is entitled to a 7% royalty on sales until reaching CAD $250 million, after which the royalty rate will decrease to 3% [4].

Financial Performance and Analysis - The company reported its operating results for the fiscal year ended December 31, 2024, with detailed analysis available in the 2024 Annual MD&A[514]. - Liquidity and capital resources information is provided in the 2024 Annual MD&A, indicating the company's financial health and resource availability[515]. - No significant trends or uncertainties are expected to adversely affect net revenues or profitability for the period from January 1, 2024, to December 31, 2024[517]. - The total cumulative return for Quantum BioPharma Ltd. was C$3.63 as of December 31, 2024, compared to C$100 on December 31, 2020, indicating a significant decline in shareholder value over the period[559]. - The performance graph shows that the SPDR S&P Biotech ETF had a cumulative return of C$141.84 by December 31, 2024, compared to Quantum BioPharma Ltd.'s C$3.63[559]. Leadership and Management Changes - The company has appointed Donal Carroll as CFO effective August 30, 2024, marking a significant leadership change in financial management[527]. - The company’s executive team includes experienced professionals with backgrounds in finance, healthcare, and technology, enhancing strategic decision-making capabilities[520]. - The Board consists of seven members, with four being independent directors[598][599]. - The Board is responsible for overseeing the development of the Company's strategic plan and ensuring management meets corporate objectives[595]. Research and Development - Research and development activities are discussed in the 2024 Annual MD&A, highlighting ongoing innovation efforts and product development[516]. - The company has a strong emphasis on research and development, with Dr. Lakshmi P. Kotra leading initiatives in drug discovery and development[526]. - As of December 31, 2024, the company had seven full-time employees, a decrease from 17 in 2022, with 2 in research and development and 5 in general and administrative roles[655][656]. Executive Compensation - Compensation for the company's NEOs for the year ended December 31, 2024, is structured to align with performance and market standards[538]. - The executive compensation program for the year ended December 31, 2024, included base compensation, potential annual incentive awards, Options, RSUs, and PSUs[541]. - For 2024, Zeeshan Saeed, CEO, received a total compensation of $583,685, which includes a salary of $218,635 and share-based awards of $365,050[563]. - The Compensation, Nominating and Governance Committee evaluates executive performance against the Company's goals and compares it with other similar-sized reporting issuers[546]. - The Company aims to provide competitive compensation to attract and retain top-quality personnel for long-term business management[560]. - The Company does not have fixed criteria for determining the mix of compensation, opting instead for a contextual analysis[547]. - The Board believes that the executive compensation policies do not encourage excessive risk-taking among executives[556]. - The value of share-based awards that vested during the year ended December 31, 2024, for each NEO was $365,050[569]. - Mr. Coyle, the former CFO, received a cash payment of $3,000 for his Option-based awards that vested during the year[568]. - In the event of a change of control, all outstanding unvested Options for Mr. Saeed will immediately vest and remain exercisable for five years[583]. - The company has entered into executive employment agreements with each of the NEOs, providing for annual base salary and benefits[580]. Governance and Compliance - The board of directors includes individuals with diverse expertise, contributing to effective governance and strategic oversight[520]. - The Board has adopted a Code of Conduct and Ethics to guide ethical business conduct and compliance with applicable laws[617]. - The Audit Committee meets quarterly to review and approve the company's financial statements, ensuring compliance with financial reporting responsibilities[627][628]. - The Audit Committee pre-approved all audit services for the fiscal year ended December 31, 2024, ensuring auditor independence[637]. - The Compensation, Nominating and Governance Committee is responsible for recommending candidates for Board nomination, considering independence and financial literacy[640]. - The company has entered into indemnity agreements with each director and officer to protect against expenses incurred in legal proceedings[590]. - The company does not have adopted a term limit for directors, considering the benefits of renewal in the context of the Board's needs[649]. Employee Relations and Workforce - The company maintains good relations with its employees, with no employees represented by collective bargaining agreements[655]. - The company does not currently engage in hedging transactions to mitigate interest rate or cryptocurrency risks[798]. Market Presence and Strategic Initiatives - The company is focused on expanding its market presence and exploring potential mergers and acquisitions to drive growth[516]. - The company operates primarily in Canada, the United States, and Australia, exposing it to foreign currency risk without using financial derivative instruments to manage this risk[797]. - The company holds certain cryptocurrency assets, which exposes it to significant volatility and regulatory risks in the cryptocurrency market[799].

Product Development and Regulatory Challenges - The company has no approved pharmaceutical products and has not generated any revenue from pharmaceutical product sales[48]. - The company is focused on developing Lucid-MS, a patented new chemical entity targeting the treatment of multiple sclerosis (MS)[48]. - The company anticipates increasing losses and does not expect to generate revenue from Lucid-MS until successful completion of clinical development and regulatory approval[49]. - The commercial success of Lucid-MS will depend on market acceptance, pricing, and competition from existing treatments[60]. - Regulatory approval for Lucid-MS is uncertain and may involve significant limitations or conditions[52]. - The company faces significant competition from established pharmaceutical and biotechnology companies in the MS treatment market[64]. - The company relies on third parties for conducting clinical trials, which may affect the timeline and success of its product candidates[68]. - Interim and preliminary data from clinical trials may change as more patient data becomes available, impacting business prospects[66]. - Success in preclinical testing does not guarantee favorable results in later clinical trials, and setbacks in clinical trials are common even for experienced companies[73]. - The company may need to abandon or limit the development of product candidates if they are associated with undesirable side effects, impacting commercial expectations[75]. - Regulatory authorities may suspend or terminate clinical trials based on adverse developments in other companies' trials, affecting the company's own trials[76]. - The company may face significant negative consequences if undesirable side effects are identified post-approval, including regulatory actions and reputational harm[77]. - The company has no product candidates approved for sale in any jurisdiction, and failure to obtain international regulatory approvals could limit market potential[82]. - Manufacturing problems at contract manufacturing organizations (CMOs) could lead to delays in clinical trials and increased costs, affecting the company's attractiveness to potential partners[87]. - Post-approval regulations require ongoing monitoring and reporting obligations, and failure to comply could result in severe penalties, including product recalls[89]. - The company may face competition from generic drugs approved through abbreviated regulatory pathways, which could limit demand and pricing for its products[94]. - The company faces substantial liabilities from product liability lawsuits, which could limit the commercialization of its product candidates[95]. - The company anticipates needing to increase its product liability insurance coverage as it commences additional clinical trials and commercializes products, with insurance costs expected to rise[96]. - The company may become liable for uninsured or uninsurable risks, which could adversely affect its financial position and operations[97]. - The company currently lacks a comprehensive infrastructure for sales and marketing, which may hinder its ability to generate product revenue[99]. - The company’s ability to commercialize its product candidates depends on adequate coverage and reimbursement from health authorities and insurers[101]. Intellectual Property and Legal Risks - The company filed a provisional patent application for its alcohol misuse treatment technology on April 24, 2023, to protect its intellectual property[103]. - The company is involved in ongoing litigation regarding a breach of a nondisclosure agreement and trade secret misappropriation, which could impact its operations[111]. - The biotechnology and pharmaceutical industries are subject to extensive patent litigation, increasing the risk of infringement claims against the company[112]. - The company may face challenges in obtaining licenses for third-party patents, which could block its ability to commercialize its product candidates[114]. - The company is at risk of losing valuable intellectual property rights if it fails to defend against claims challenging inventorship or ownership of patents[130]. - The company’s ability to build brand recognition may be adversely affected if its trademarks and trade names are not adequately protected[127]. - The company may encounter difficulties in enforcing trade secret protections, which could harm its competitive position[126]. Financial Condition and Capital Requirements - The company has never generated any material revenue and anticipates continuing to incur significant losses, with no profitability expected in the foreseeable future[148]. - The company requires substantial capital for research and development, with ongoing economic uncertainty potentially affecting access to capital and increasing costs[147]. - Future funding requirements will depend on various factors, including the costs of clinical trials and the ability to commercialize product candidates[159]. - The company expects to need significant additional capital for operations, including clinical trials and potential acquisitions, which may lead to dilution of existing shareholders[152]. - Economic downturns or uncertain market conditions could hinder the company's ability to raise capital through equity or debt financing[161]. - Significant interruptions in the supply chain for key inputs could materially impact the company's business and financial condition[156]. - The Company may enter into transactions to acquire assets or shares of other companies, which could increase debt levels and involve restrictive covenants[162]. Management and Operational Risks - The ability to attract and retain qualified personnel is critical, and the loss of key personnel could adversely affect the company's operations[166]. - The Company may face challenges in managing growth, including capacity constraints and pressure on internal systems[177]. - The Company is currently party to several legal proceedings, which could divert management attention and resources[200]. - The Company may pursue acquisition opportunities to advance its strategic plan, but successful integration of acquired businesses is not guaranteed[197]. - The Company established an Australian subsidiary in November 2022 and may expand into other geographic areas, increasing operational risks[199]. Shareholder and Market Considerations - The dual class structure of shares concentrates voting power, with Class A shareholders holding approximately 33.6% of the voting power[170]. - Class A Shares holders maintain majority voting power, potentially diminishing the value of Class B Shares[171]. - The market price of Class B Shares may experience wide fluctuations due to various factors, including operating results and economic conditions[175]. - There is no assurance of an active or liquid market for Class B Shares, which could adversely affect trading prices[176]. - The Company does not anticipate paying cash or stock dividends in the near future, focusing on retaining earnings to finance the development of its Product Candidates[204]. Recent Developments and Agreements - The Corporation loaned Celly Nu C$1,000,000 at a 10% annual interest rate to assist in the development of the Unbuzzd™ product[215]. - The Corporation will receive a 7% royalty on revenue from Celly Nu until total royalties reach C$250,000,000, after which the rate will reduce to 3%[216]. - The Corporation is focused on the research and development of its lead compound, Lucid-MS, which has shown potential in preventing and reversing myelin degradation in preclinical models[213]. - The Corporation has identified a funding requirement of approximately US$10,998,811 to complete further research and development for its Healthcare Product aimed at assisting emergency room physicians[222]. - The Corporation terminated further clinical development of FSD-PEA due to profitability concerns compared to existing market products[225]. - The research and development activities associated with Lucid-PSYCH have been put on hold to prioritize the advancement of Lucid-MS and alcohol misuse treatment products[227]. - The Corporation completed a Plan of Arrangement on November 29, 2023, continuing to hold approximately 26.15% of Celly Nu Shares[218]. - The Corporation's continued operations are not dependent on the development of either Unbuzzd™ or the Healthcare Product[220][223]. - The Company authorized a normal course issuer bid to repurchase up to 1,925,210 Class B Shares, approximately 5% of the issued and outstanding shares, and repurchased 1,904,700 shares at an average price of C$2.11 per share[233]. - The Company issued warrants for 500,000 Class B Shares to Jason Gold and 300,000 Class B Shares to Pillow Hog Ventures Inc., with exercise prices ranging from US$1.50 to US$4.50, expiring on March 30, 2024[234]. - The Company issued warrants for 1,000,000 Class B Shares to Kevin Harrington, with exercise prices ranging from US$1.75 to US$8.00, expiring on February 27, 2026[236]. - The Company entered into a secured loan agreement with the CEO for C$1,200,000, with monthly payments of C$6,000 at an annual interest rate of 6%[239]. - The Company appointed Mr. Zeeshan Saeed as CEO on July 4, 2023, succeeding Mr. Anthony Durkacz[240]. - The Company entered into the Celly Nu IP License Agreement and related agreements on July 31, 2023, to enhance its intellectual property portfolio[242]. - The Company announced a definitive arrangement agreement with Celly Nu on October 4, 2023, regarding the distribution of a portion of its shareholdings to securityholders[244].

Shareholder Meeting - FSD Pharma Inc. held its annual general and special meeting of shareholders on June 29, 2023, with 148 shareholders represented, holding 66.67% of Class A Shares and 20.94% of Class B Shares[2] - The election of directors resulted in high approval rates, with Anthony Durkacz receiving 99.94% of votes for his position[3] - Shareholders re-appointed MNP LLP as the auditor and approved the Equity Incentive Plan and Stock Option Plan[5] - The company plans to change its name and stock symbol, pending board approval, without further shareholder consent[5] Drug Development - FSD Pharma has three drug candidates in development, focusing on inflammatory diseases and mental health disorders[9] - The lead compound, FSD201, is a proprietary ultra-micronized PEA formulation aimed at treating inflammatory diseases[9] - Lucid Psychss Inc. is developing compounds for mental health disorders and addressing acute medical needs related to drug abuse[9] - The company acknowledges inherent risks in drug development, including the uncertainty of clinical trial outcomes and regulatory approvals[11] Forward-Looking Statements - FSD Pharma's forward-looking statements are based on assumptions that may not prove correct, highlighting the potential for actual results to differ materially[10] - The company does not undertake any obligation to publicly update or revise forward-looking statements except as required by law[12]

Financial Performance and Viability - The company has three pharmaceutical product candidates and no pharmaceutical product sales, indicating a high level of uncertainty in evaluating future viability[93] - The company anticipates incurring significant losses for the foreseeable future, with expectations that these losses will increase until successful clinical development and regulatory approval are achieved[96] - The company has not generated any revenue from product sales and may require additional funding to continue operations, even if profitability is achieved in the future[98] - The Corporation has never generated any material amount of revenue and anticipates continuing to incur significant losses, with no profitability expected in the foreseeable future[214] - The Corporation's limited operating history makes it difficult to evaluate its current business and future prospects, with significant capital required for research and development[213] Regulatory and Compliance Challenges - The company is subject to strict compliance with laws and regulations regarding controlled substances, and violations could lead to significant penalties[119] - Regulatory approval processes are lengthy and unpredictable, which may delay the commercialization of product candidates[101] - The company may face challenges in obtaining marketing approvals if clinical trials do not comply with regulatory requirements[129] - The Corporation's product candidates, if approved, will be subject to extensive post-approval regulation, including monitoring and reporting obligations[154] - The Corporation may face potential regulatory actions if promotional materials are deemed to promote unapproved uses, which could lead to significant fines or penalties[172] - Compliance with various laws and regulations is critical, and failure to do so could result in significant penalties and harm to the Corporation's financial condition[220] Competition and Market Dynamics - The company faces significant competition from major pharmaceutical and biotechnology companies, which may achieve regulatory approval for effective treatments before the company[112] - The company faces significant competition from larger firms with greater financial resources and expertise in R&D, manufacturing, and regulatory approvals[114] - If approved, the Product Candidates may face competition from generic drugs, which could limit demand and pricing for the Corporation's products[162] - The success of the company's product candidates is contingent on obtaining adequate coverage and reimbursement from government and private insurers, which may not be guaranteed[174] Intellectual Property Risks - The company may struggle to maintain sufficient intellectual property protection for its products, impacting its competitive position in the market[178] - Patent enforcement is costly and complex, and the company may not be able to secure or maintain necessary patents, which could hinder commercialization efforts[179] - The company is at risk of third-party claims of intellectual property infringement, which could delay development and commercialization efforts[187] - The potential for patent term extensions under the Hatch-Waxman Act is uncertain, which could shorten the exclusivity period for marketed products[195] - The company may face challenges in enforcing its intellectual property rights, which could lead to significant litigation expenses and resource diversion[182] Operational and Developmental Challenges - Clinical trials are subject to significant uncertainty, and the company cannot guarantee that future trials will be completed on schedule or be successful[102] - The company must manage clinical and manufacturing activities and obtain adequate manufacturing supply before generating significant revenue from product sales[104] - Manufacturing problems could result in delays or cancellations of planned clinical trials, which may adversely affect the Corporation's business and financial condition[153] - The company expects to continue relying on third parties for conducting clinical trials, which may lead to delays if these parties fail to meet their obligations[126] - The company acknowledges that interim and preliminary data from clinical trials may change, potentially impacting business prospects[120] Funding and Financial Stability - Future capital raising efforts may be hindered by economic conditions, affecting the ability to execute the Corporation's strategy[226] - Significant additional financing will be required over several years for the continued development of pharmaceutical operations, with potential delays in business strategy if capital is not raised[229] - The Corporation may enter into transactions to acquire assets or shares of other companies, which could temporarily increase debt levels above industry standards[231] - Future funding requirements for pharmaceutical product development will depend on various factors, including clinical trial costs and regulatory approvals[227] Market and Economic Conditions - Macroeconomic pressures, including the ongoing military conflict between Russia and Ukraine, have created extreme volatility in global capital markets, adversely affecting access to capital[212] - Increased inflation rates could adversely affect the Corporation by raising costs, including labor and employee benefits[213] Corporate Governance and Structure - The dual class structure of the Corporation concentrates voting control with holders of Class A Shares, who collectively hold approximately 32.89% of the voting power[239] - The Corporation's internal controls over financial reporting may not prevent all errors or fraud, potentially harming its operating results[247][248] - As a foreign private issuer, the Corporation is exempt from certain SEC rules, which may result in less information being available to shareholders compared to U.S. companies[254][255] Strategic Growth and Expansion - The Corporation plans to expand its international operations, which will require compliance with diverse tax laws and regulations[222] - The Corporation has established an Australian subsidiary, FSD Australia, and may expand into other geographic areas, increasing operational and regulatory risks[269] - The Corporation may face challenges in successfully identifying and executing future acquisitions or partnerships, which are critical for advancing its strategic plan[266] Legal and Litigation Risks - The Corporation is currently party to several legal proceedings, which could divert management attention and resources, potentially affecting business operations and financial results[270] - The Corporation may incur substantial liabilities from product liability lawsuits, which could hinder the commercialization of its product candidates[163] Brand and Market Identity - The Corporation's ability to build brand identity may be impeded by challenges in protecting trademarks and trade names, potentially leading to market confusion[205] - The Corporation's ability to realize the full market potential of its product candidates may be harmed if it fails to comply with regulatory requirements in international markets[147] Cybersecurity and Information Technology - The Corporation's operations depend on the protection of its information technology systems, which face risks from cyber-attacks that could materially impact business and financial results[276]

Financial Performance - The company reported a significant increase in revenue, achieving $1.5 billion, representing a 20% year-over-year growth[9]. - The company reported a revenue increase of 15% year-over-year, reaching $1.5 billion in Q3 2023[1]. - The company provided an optimistic outlook, projecting a revenue growth of 25% for the next quarter[9]. - The company provided guidance for Q4 2023, expecting revenue between $1.6 billion and $1.7 billion, representing a growth of 10% to 13%[1]. - The company reported a net income of $300 million, reflecting a 10% increase compared to the previous year[9]. - The company reported a net income of $250 million, reflecting a 12% increase compared to the previous year[1]. - Cash reserves stand at $1 billion, providing a strong liquidity position for future investments[9]. User Growth and Market Expansion - User data showed a 15% increase in active users, reaching 10 million by the end of the quarter[9]. - User data showed a growth of 20% in active users, totaling 10 million users by the end of the quarter[1]. - Market expansion efforts include entering three new international markets, projected to increase market share by 10%[9]. - Market expansion efforts are underway in Europe, with plans to enter three new countries by Q2 2024[1]. Product Development and Investment - New product launches are expected to contribute an additional $200 million in revenue over the next fiscal year[9]. - New product launches included a premium subscription service, projected to generate an additional $200 million in annual revenue[1]. - The company is investing $50 million in research and development for new technologies aimed at enhancing user experience[9]. - The company is investing $50 million in R&D for new technology aimed at enhancing user experience[1]. - The company is considering strategic acquisitions to bolster its product offerings, with a budget of $100 million allocated for potential deals[9]. - The company completed a strategic acquisition of a smaller competitor for $300 million, expected to enhance market share[1]. Operating Expenses and Financial Outlook - Operating expenses increased by 5%, primarily due to higher marketing costs associated with new product launches[9]. - Operating expenses increased by 5% due to higher marketing costs associated with new product launches[1]. - Shareholder dividends were increased by 10%, now totaling $0.55 per share[1]. Regulatory and Compliance Challenges - The Corporation's operations are subject to extensive regulatory requirements, and failure to comply could result in enforcement actions[74]. - The Corporation must navigate strict compliance with laws regarding controlled substances, with potential repercussions for violations that could adversely affect operations[106]. - The Corporation's reliance on single-source suppliers for drug substances poses a risk to its business continuity[73]. - The Corporation is subject to various risks related to compliance with laws and regulations, which could result in substantial penalties and harm its financial condition[200]. Research and Development Risks - The Corporation anticipates significant losses for the foreseeable future, with expected increases in research and development expenses[84]. - The effectiveness of the Corporation's Product Candidates is not yet known, and regulatory approval is required before any revenue can be generated[84]. - The Corporation relies on third parties for conducting clinical trials and aspects of research and preclinical testing, which introduces additional risks[73]. - The company faces significant competition from larger pharmaceutical and biotechnology firms, which may hinder its ability to achieve market success[101][102]. Intellectual Property and Market Competition - The company relies on licenses from Epitech and UHN for key intellectual property, which imposes obligations that may limit profitability and operational flexibility[96]. - The potential for third-party claims of intellectual property infringement could delay development and commercialization efforts, impacting overall business success[169]. - The patent position of biotechnology and pharmaceutical companies is highly uncertain, with complex legal and technological questions impacting the ability to develop and market Product Candidates[162]. Operational and Market Risks - The Corporation has never generated any material amount of revenue and has incurred significant losses since inception, with expectations to continue incurring significant losses for the foreseeable future[196]. - The Corporation's limited operating history makes it difficult to evaluate its future prospects, and there is no assurance of achieving profitability[195]. - The ongoing COVID-19 pandemic has the potential to adversely affect the Corporation's business, financial condition, and results of operations[193].