Fennec Pharmaceuticals Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 17, 2025, Fennec Pharmaceuticals Inc. (the “Company”) entered into common share subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain of its existing institutional shareholders and affiliated entities resident in the provinces of Canada (except Quebec), pursuant to which the Company agreed to issue and sell an aggregate of 670,000 common shares, no par value (the “Shares”), to each investor at an offering price of US$7.50 per share (the “Offering”). The Offering was made pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions. The Company has not engaged any broker or placement agent in connection with the Offering.
The Company registered the Shares offered in the Offering under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-275452), which was previously filed with the Securities Exchange Commission on November 9, 2023 and declared effective on December 15, 2023.
The Subscription Agreement contains customary representations, warranties and covenants of the Company and the investors. The representations, warranties and covenants contained in each Subscription Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to the Subscription Agreements. The foregoing descriptions of the Subscription Agreements do not purport to be complete and are qualified in their entirety by reference to the Subscription Agreements, a form of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
A copy of the opinion of LaBarge Weinstein LLP relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.
The Offering closed on November 18, 2025 (the “Closing Date”). The aggregate gross proceeds to the Company from the Offering were US$5,025,000, before deducting offering expenses payable by the Company. The Company intends that the first use of proceeds from this Offering will be to repurchase and redeem its outstanding convertible notes (the “Petrichor Notes”) issued to Petrichor Opportunities Fund I LP and Petrichor Opportunities Fund I Intermediate LP (collectively, “Petrichor”) on or before November 19, 2025, for an aggregate repurchase and redemption price of approximately US$21,729,455, and to use the remaining net proceeds for working capital and for general corporate purposes.
| Item 8.01 | Other Events. |
The full text of the press release announcing the proposed offering on November 13, 2025 and the full text of the press release announcing the closing of the Offering on November 18, 2025 are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| Exhibit 5.1 | Opinion of LaBarge Weinstein LLP | |
| Exhibit 10.1 | Form of Subscription Agreement | |
| Exhibit 23.1 | Consent of LaBarge Weinstein LLP (included in Exhibit 5.1) | |
| Exhibit 99.1 | Press Release dated November 13, 2025 | |
| Exhibit 99.2 | Press Release dated November 18, 2025 | |
| Exhibit 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FENNEC PHARMACEUTICALS INC. | ||
| Date: November 18, 2025 | By: | /s/ Jeff Hackman |
| Jeff Hackman Chief Executive Officer |
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