UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2019

FENNEC PHARMACEUTICALS INC. 

(Exact name of registrant as specified in its charter)

001-32295

(Commission File Number)

Registrant’s telephone number, including area code: (919) 636-4530

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Amendment to Stock Option Plan

As further described under Item 5.07 below, on June 18, 2019, the shareholders of Fennec Pharmaceuticals Inc. (“Fennec” or the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Stock Option Plan (as amended, the “Stock Option Plan”) providing that stock options granted under the Plan may have a maximum exercise period of up to ten (10) years. Prior to the Amendment, the maximum exercise period for stock options granted under the Plan was up to eight (8) years. The Amendment was also previously approved by Fennec’s Board of Directors, subject to subsequent shareholder approval of the Amendment.

A complete copy of the Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Plan is qualified in its entirety by reference to the complete text of the Plan.

Extension of Outstanding Options

As further described under Item 5.07 below, on June 18, 2019, the shareholders of Fennec approved an extension of the exercise period of outstanding stock options held by Fennec’s officers and directors to the ten (10) year anniversary of the respective grant date of the stock options. The following table shows the impact of this extension on outstanding stock options held by Fennec’s officers and directors.

On June 18, 2019, the Company held an annual and special meeting of shareholders (the “Meeting”). The shareholders approved all proposals considered at the Meeting and approved all nominees of the Company for director, as follows:

1.     The following five (5) nominees were elected to serve as directors, each to serve until the next annual meeting of shareholders of the Company or until their respective successor shall have been duly elected or duly approved:

2.     The resolution to appoint Haskell & White LLP as independent public accounting firm of the Company and to authorize the Board of Directors to fix their remuneration was approved based on the following vote:

3.     The resolution to vote on the advisory vote on executive compensation was approved based on the following vote:

4.     The resolution on the frequency of the advisory vote to approve the compensation paid to the Company’s named executive officers was approved for one year based on the following vote:

5.     The resolution approving the unallocated stock options under the Stock Option Plan was approved based on the following vote:

* An aggregate of 74,840 common shares, representing the aggregate number of shares held by officers and directors of the Company, have been deducted from the FOR vote in respect of this resolution.

6.     The resolution approving an amendment to the Stock Option Plan was approved based on the following vote:

* An aggregate of 74,840 common shares, representing the aggregate number of shares held by officers and directors of the Company, have been deducted from the FOR vote in respect of this resolution.

7.     The resolution approving the extension of outstanding options held by the Company’s officers and directors was approved based on the following vote:

* An aggregate of 74,840 common shares, representing the aggregate number of shares held by officers and directors of the Company, have been deducted from the FOR vote in respect of this resolution.

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.