Fennec Pharmaceuticals Inc美股招股说明书(2025-11-18版)

FENNEC PHARMACEUTICALS INC. 670,000 Common Shares Thisprospectus supplement and the accompanying prospectus registers the issuance by FennecPharmaceuticals Inc. (the “Company,” “we,” “us,” or “our”) of 670,000 of our common shares at a price of$7.50 per share, for aggregate gross proceeds to us of $5,025,000. The common shares are being issued to certain of our existing institutional shareholders and affiliatedentities resident in the provinces of Canada (except Quebec) pursuant to the listed issuer financingexemption under Part 5A ofNational Instrument 45-106 — Prospectus Exemptions. We have entered intosubscription agreements with each purchaser of the common shares setting forth the terms of the investors’purchase of our common shares. Subject to the satisfaction of certain customary closing conditions, it isexpected that the closing of the purchase of our common shares pursuant to this offering will occur on oraround November 18, 2025. We have not engaged any broker or placement agent in connection with thisoffering. Our common shares are listed on The Nasdaq Capital Market under the symbol “FENC” and on theToronto Stock Exchange under the symbol “FRX.” On November17, 2025, the last reported sale price ofour common shares on The Nasdaq Capital Market was $8.75 per share. Investing in our securities involves a high degree of risk. You should carefully review and consider therisksand uncertainties described under the heading“Risk Factors”beginning on page S-3 of thisprospectus supplement and in the related sections noted in the accompanying prospectus, and in thedocuments incorporated by reference herein and therein. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiNOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3USE OF PROCEEDSS-4DIVIDEND POLICYS-5CAPITALIZATIONS-6DILUTIONS-8PLAN OF DISTRIBUTIONS-9NOTICE TO INVESTORSS-10MATERIAL CANADIAN AND UNITED STATES TAX CONSEQUENCES OF THIS OFFERINGS-11LEGAL MATTERSS-17EXPERTSS-18WHERE YOU CAN FIND MORE INFORMATIONS-19INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-20ProspectusPageFORWARD LOOKING STATEMENTS1FENNEC PHARMACEUTICALS INC.2WHERE YOU CAN FIND MORE INFORMATION3INCORPORATION BY REFERENCE4RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7CERTAIN ERISA MATTERS9PLAN OF DISTRIBUTION10LEGAL MATTERS12EXPERTS13 ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes theterms of this offering and also adds to and updates information contained in the accompanying prospectusandthe documents incorporated by reference in this prospectus supplement and the accompanyingprospectus.The second part,the accompanying prospectus dated December 15,2023,including thedocuments incorporated by reference therein, provides more general information, some of which may notapply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. To the extent there is a conflict between the information contained in this prospectussupplement, on the one hand, and the information contained in the accompanying prospectus or in anydocument incorporated by reference that was filed with the Securities and Exchange Commission (the“SEC”) before the date of this prospectus supplement, on the other hand, you should rely on the informationin this prospectus supplement. If any statement in one of these documents is inconsistent with a statement inanotherdocument having a later date(for example,a document incorporated by reference in theaccompanying prospectus), the statement in the document having the later date modifies or supersedes theearlier statement. You should rely only on the information contained in or incorporated by reference in this prospectussupplement, the accompanying prospectus and any free writing prospectus we have authorized for use inconnection with this offering. We have not, and the underwriters have not, authorized anyone to provide youwith different information. If anyone provides you with different or inconsistent information, you should notrely on it. We are not, and the underwriters are not, making an offer to sell these securities in anyjurisdiction where the offer or sale is not permitted or in which the person making that offer or solicitationis not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You shouldassume that the information appearing in this prospectus supplement, the accompanying prospectus, thedocuments incorporated by reference in this prospectus supplement and the accompanying prospectus andany free writing prospectus we have