FENNEC PHARMACEUTICALS INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

FENNEC PHARMACEUTICALS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

FENNEC PHARMACEUTICALS INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 10, 2026

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the holders of common shares (“Common Shares”) in the capital of Fennec Pharmaceuticals Inc., 68 TW Alexander Drive, PO Box 13628, Research Triangle Park, NC, 27709 (“Fennec” or the “Corporation”) will be held online June 10, 2026 at 10:00 a.m. EDT by visiting www.virtualshareholdermeeting.com/FENC2026, where you will be able to listen to the meeting live, submit questions, and vote, for the following purposes:

1.	to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2025, together with the report of the auditors thereon;

2.	to set the size of the board of directors at five and elect the five directors named in the Management Proxy Circular;

3.	to appoint auditors for the year ending December 31, 2026, and to authorize the directors of the Corporation to fix the auditors’ remuneration;

4.	to vote, on an advisory (non-binding) basis, on the compensation of the Corporation’s named executive officers;

5.	to vote, on an advisory (non-binding) basis, on the frequency of advisory votes on the compensation of the Corporation’s named executive officers;

6.	to consider an ordinary resolution to be adopted by a simple majority of the votes cast by common shareholders, excluding certain insiders, to approve an increase of the number of Common Shares which are reserved for issuance under Fennec’s 2020 Equity Incentive Plan;

7.	to consider, and if deemed advisable, ratify and approve the adoption of Fennec’s 2026 Equity Inducement Plan; and

8.	to transact such further or other business as may properly come before the Meeting or any adjournment thereof.

Shareholders attending the Meeting in person (by participating through the virtual meeting website) may register and log into the live audio webcast platform beginning at 9:45 a.m. EDT on the Meeting date. We would appreciate your early registration so that the Meeting may start promptly at 10:00 a.m. EDT on the Meeting date.

The board of directors of Fennec has fixed 5:00 p.m. EDT on April 13, 2026 (the “Record Date”), as the record date for determining the holders of record of Common Shares who are entitled to receive notice of the Meeting and to attend and vote at the Meeting and any adjournment or postponement thereof.

The Meeting will be held in a virtual format only. You will not be able to attend the Meeting physically. In particular, Shareholders may attend the Meeting online by visiting www.virtualshareholdermeeting.com/FENC2026 or may be represented at the Meeting by proxy. To be admitted to the virtual Meeting, shareholders must enter their control number on the virtual meeting website. A shareholder’s control number may be found either on their proxy card or on their notice regarding availability of proxy materials.

Proxies to be used at the Meeting must be received no later than 11:59 p.m. EDT on June 9, 2026 and, if the Meeting is postponed or adjourned, no later than 48 hours (excluding weekends and statutory holidays) preceding the reconvened Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on June 10, 2026:

This Notice, Management Proxy Circular and the Corporation’s Annual Report on Form 10-K are available to you on the Internet at www.proxyvote.com. We encourage you to access and review all of the important information contained in these materials before voting.

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DATED at Research Triangle Park, North Carolina this 28^th day of April, 2026.

By Order of the Board of Directors of Fennec Pharmaceuticals
Inc.

/s/ Khalid Islam

Dr. Khalid Islam

Chairman of the Board

FENNEC PHARMACEUTICALS INC.

MANAGEMENT PROXY CIRCULAR

Unless otherwise stated, information contained in this management proxy circular (the “Circular”) is given as of April 13, 2026. Except as otherwise indicated, all amounts are expressed in United States dollars.

The Meeting

This Circular is furnished in connection with the solicitation of proxies by management of Fennec Pharmaceuticals Inc., 68 TW Alexander Drive, PO Box 13628, Research Triangle Park, NC, 27709 (“Fennec” or the “Corporation”) for use at the annual meeting (the “Meeting”) of the shareholders of Fennec to be held on June 10, 2026 at 10:00 a.m. EDT online by visiting www.virtualshareholdermeeting.com/FENC2026, and at any adjournment thereof, for the purposes set forth in the accompanying notice of annual meeting (the “Notice of Meeting”).

The Meeting will be held in a virtual format only. You will not be able to attend the Meeting physically. In particular, Shareholders may attend the Meeting online by visiting www.virtualshareholdermeeting.com/FENC2026 or may be represented at the Meeting by proxy. Registered shareholders and duly appointed proxyholders will be able to participate in the Meeting, ask questions and vote, all in real time, provided they are connected to the Internet and comply with all of the requirements set out in this Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to participate in the Meeting and also ask questions, but will not be able to vote at the Meeting

Solicitation of Proxies

The persons named in the form of proxy accompanying this Circular are officers and/or directors of Fennec. A holder (a “Shareholder”) of Fennec common shares (the “Common Shares”) as of the Record Date (see “Record Date and Entitlement to Vote” below) has the right to appoint a person, other than the persons named in the form of proxy accompanying this Circular, as nominee to attend and act for and on behalf of such Shareholder at the Meeting, and may exercise such right by inserting the name of such person in the blank space provided on the form of proxy, or by executing a proxy in a form similar to the form of proxy accompanying this Circular. Your proxy may be revoked by written notice given to our Secretary at our headquarters at any time before being voted. You may also revoke your proxy by timely submitting a subsequent proxy with a later date or by voting during your virtual attendance at the Meeting.

The solicitation of proxies for the Meeting will be primarily by mail, but proxies may also be solicited personally or by telephone by employees or agents of Fennec. Employees of Fennec will not receive any extra compensation for such activities. Fennec will pay brokers or other persons holding Common Shares in their own names, or in the names of nominees, for their reasonable expenses for sending proxies and proxy material to beneficial owners of Common Shares and requesting authority to execute proxies in respect of such Common Shares. The solicitation of proxies by this Circular is being made by or on behalf of the management of Fennec and its board of directors (the “Board”) and the total cost of this solicitation will be borne by Fennec.

If your name appears on a share certificate, you are considered a “registered shareholder”. See the “Registered Shareholder Voting” subsection below for details on how to vote. If your Common Shares are not registered in your name and are held in the name of a nominee, you are considered a “non-registered shareholder” (for example, your Common Shares are listed in an account statement provided to you by your securities broker). If this is the case, see the “Non-Registered Shareholder Voting” subsection below.

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Registered Shareholder Voting

If your name appears on a share certificate, you are considered as a “registered shareholder”. You may appoint someone else to vote for you as your proxy holder at the Meeting by using the form of proxy sent to you by Broadridge. The persons named in the form of proxy are directors or officers of the Corporation. As a shareholder, you have the right to appoint as proxy holder a person other than those whose names are printed as proxy holders in the form of proxy, by inserting the name of your chosen proxy holder in the blank space provided for that purpose in the form of proxy. In either case, the completed form of proxy must be delivered to Broadridge by following one (1) of the methods below, prior to the deadline for submitting proxies described below.

A person acting as proxy holder need not be a shareholder of the Corporation. Make sure that the person you appoint is aware that he or she is appointed and participates in the Meeting, otherwise your vote will not be taken into account.

You can choose from among three different ways to vote your Common Shares by proxy:

By Telephone: Call the toll-free number indicated on the form of proxy and follow the instructions. If you choose to vote by telephone, you cannot appoint any person other than the directors or officers named on your form of proxy as your proxy holder.

On the Internet:Go to www.proxyvote.com and follow the instructions on the screen. If you choose to vote via the Internet, you can appoint a person other than the directors or officers named in the form of proxy as your proxy holder. This person does not have to be a shareholder. Make sure that the person you appoint is aware that he or she has been appointed and participates in the Meeting, otherwise your vote will not be taken into account.

By Mail: If you have elected to receive paper materials, complete your form of proxy and return it in the envelope provided. If you return your proxy by mail, you can appoint a person other than the directors or officers named in the form of proxy as your proxy holder. This person does not have to be a shareholder. If the Shareholder is a corporation, the proxy must be executed by an officer or properly appointed attorney. Fill in the name of the person you are appointing in the blank space provided on the form of proxy. Complete your voting instructions on the form of proxy, and date and sign the form. Make sure that the person you appoint is aware that he or she has been appointed and participates in the Meeting, otherwise your vote will not be taken into account.

The deadline for receiving duly completed forms of proxy or a vote by telephone or over the Internet is 11:59 p.m. EDT on June 9, 2026 or, if the Meeting is adjourned or postponed, not later than 48 hours (excluding weekends and statutory holidays) before the time of the reconvened Meeting. The proxy deadline may be waived or extended by the Chairman of the Meeting, in his sole discretion without notice.

How Proxies Will be Voted

The Common Shares represented by a proxy at the Meeting will be voted for or withheld from voting in the election of directors, and will be voted for, against, or abstained from voting in each of the appointment of auditors and authorizing the Board to fix the auditors remuneration, the advisory vote on the compensation of our named executive officers, and the frequency of advisory votes on executive compensation (together, the “Ordinary Matters”), and for, against, or abstained from voting on each of the proposed increase of the number of Common Shares which are reserved for issuance under Fennec’s 2020 Equity Incentive Plan and the adoption of Fennec’s 2026 Equity Inducement Plan (the “Special Matters”), in each case in accordance with the instructions of the Shareholder. Any Common Shares represented by a proxy that are marked to abstain from voting on a proposal will be counted as present in determining whether a quorum is present. They will also be counted in determining the total number of Common Shares entitled to vote on a proposal. Abstentions will not be counted as votes for or against any proposal, and accordingly are not counted for purposes of determining the number of votes cast on any proposal. If no choice is specified in the proxy or the instructions are not certain, the persons named in the form of proxy accompanying this Circular will vote FOR all of the matters proposed by management at the Meeting and described in the Notice of Meeting and in the discretion of the person appointed on all other matters (if any) upon which the Shareholder appointing the proxy is entitled to cast a vote.

The form of proxy accompanying this Circular, when properly completed and executed, confers discretionary authority upon the persons named therein with respect to any amendment or variation to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. Management of Fennec and the Board knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting. However, if

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any other matters (other than the election of directors not currently named in this Circular) that are not now known to management of Fennec or the Board should properly come before the Meeting, the Common Shares represented by proxies given in favor of the persons named in the form of proxy accompanying this Circular will be voted on such matters in accordance with the discretion of such person.

Non-Registered Shareholder Voting

This section applies to beneficial holders of Common Shares who are not registered holders. The information set forth in this section is of significant importance to many holders of Common Shares, as a substantial number of Shareholders do not hold Common Shares in their own name.

Only registered holders of Common Shares, or the persons that they appoint as proxies, are permitted to attend and vote at the Meeting. In many cases, Common Shares are beneficially owned by a shareholder and are registered in the name of an intermediary such as a bank, broker or other nominee. If your Common Shares are not registered in your name and are held in the name of a nominee, you are considered a “non-registered shareholder”. For example, if your Common Shares are listed in an account statement provided to you by your securities broker, those Common Shares will, in all likelihood, not be registered in your name. Such Common Shares will more likely be registered in the name of a depository or of such broker or an agent of such broker. Without specific instructions, brokers and their agents or nominees are prohibited from voting shares for their clients.

Non-registered shareholders are either “objecting beneficial owners” or “OBOs”, who object that intermediaries disclose information about their identity and ownership in the Corporation or “non-objecting beneficial owners” or “NOBOs”, who do not object to such disclosure. The Corporation does not send proxy-related materials directly to OBOs or NOBOs and intends to pay for an intermediary to deliver to OBOs and NOBOs the proxy-related materials. If you are a non-registered shareholder, there is one only way that you can vote your Common Shares:

Provide Voting Instructions to your Broker. Applicable securities laws require your nominee to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive or have already received from your nominee a request for voting instructions for the number of Common Shares you hold. Every nominee has its own mailing procedures and provides its own signature and return instructions, which should be carefully followed by non-registered shareholders to ensure that their Common Shares are voted at the Meeting.

Attending the Virtual Meeting

All Shareholders are encouraged to attend the Meeting online, which will be conducted via live audio webcast. The Meeting online enables registered shareholders to participate in the Meeting and ask questions, all in real time. Registered shareholders can vote at the appropriate times by completing a ballot online during the Meeting. If you are a registered shareholder and wish to vote at the Meeting, you do not need to complete or return the form of proxy. However, even if you plan to participate in the Meeting, you may vote your Common Shares in advance, so that your vote will be counted if you later decide not to participate in the Meeting. Shareholders and proxyholders can access the Meeting by visiting www.virtualshareholdermeeting.com/FENC2026.

To participate in the Meeting, you will need the 16-digit control number included on your proxy or voting instruction form or on the instructions that accompany your proxy materials. The control number located on the form of proxy or voting instruction form or in the email notification you received is your control number. If you participate in the Meeting online, it is important that you are connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

Record Date and Entitlement to Vote

The Record Date for the purpose of determining Shareholders entitled to receive this Circular and to vote at the Meeting has been fixed as 5:00 p.m. EDT on April 13, 2026 (the “Record Date”). Each Shareholder at the close of business (5:00 p.m. EDT) on the Record Date is entitled to attend the Meeting in person (by participating through the virtual meeting website) or by proxy and to cast one vote for each Common Share held by such Shareholder on the Record Date.

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Quorum

According to the Corporation’s articles, the quorum for the transaction of business at any meeting of shareholders is two persons who are, or who represent by proxy, shareholders entitled to be voted at the meeting.

Voting Securities and Principal Holders Thereof

As at April 13, 2026, there were 34,712,756 Common Shares issued and outstanding. Each Common Share carries the right to one vote at the Meeting.

Beneficial ownership of the Common Shares in the following table is determined in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Under these rules, a person is deemed to beneficially own a Common Share if that person has or shares voting power or investment power with respect to that share, or has the right to acquire beneficial ownership of that share within 60 days. In computing the number of Common Shares beneficially owned by a person and the percentage ownership of that person, all Common Shares subject to options, restricted stock units (“RSUs”) or other convertible securities held by that person that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of April 13, 2026 are deemed to be outstanding. These Common Shares are not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person.

The following table sets forth information concerning the beneficial ownership of our Common Shares as of April 13, 2026 by:

•		each member of the Board;
•		each of our Named Executive Officers listed in the “Summary Compensation Table” included in the “Executive Compensation” section of this proxy statement;
•		all of our directors and Named Executive Officers as a group; and
•		each person or entity known to us that beneficially owns more than five percent of our Common Stock.

Applicable percentage ownership is based on 34,712,756 Common Shares outstanding as of April 13, 2026. Unless otherwise indicated below, we believe that each of the persons listed in the following table has the sole power to vote and to dispose of the shares listed opposite the shareholder’s name, subject to applicable community property laws. Unless otherwise indicated, the address of each beneficial owner listed in the following table is c/o Fennec Pharmaceuticals Inc., PO Box 13628, 68 TW Alexander Drive, Research Triangle Park, North Carolina 27709.



		Number of
		Common Shares		%
Name		Beneficially Owned ⁽¹⁾		Ownership⁽¹⁾
Dr. Khalid Islam ⁽²⁾		438,825		1.26	%
Robert Andrade ⁽³⁾		914,349		2.59	%
Marco Brughera ⁽⁴⁾		215,545		0.62	%
Jodi Cook ⁽⁵⁾		140,000		0.40	%
Chris A. Rallis ⁽⁶⁾		251,423		0.72	%
Pierre Sayad ⁽⁷⁾		100,404		0.29	%
Jeffrey Hackman ⁽⁸⁾		329,955		0.94	%
Rostislav Raykov ⁽⁹⁾		1,691,204		4.66	%
All Officers and Directors as a Group ⁽¹⁰⁾		4,081,705		10.73	%
Essetifin SpA⁽¹¹⁾		3,993,694		11.50	%
Rosalind Advisors, Inc.⁽¹²⁾		2,746,840		7.91	%
Southpoint Capital Advisors, LP.⁽¹³⁾		2,744,741		7.91	%
Sonic Fund II, LP.⁽¹⁴⁾		2,607,357		7.51	%
Solas Capital Management⁽¹⁵⁾		2,560,726		7.38	%

*Represents less than 1% of the issued and outstanding Common Shares.

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(1)

For purposes of this table “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any Common Shares that such person or group has the right to acquire within 60 days after April 13, 2026. For purposes of computing the percentage of outstanding Common Shares held by each person or group of persons named above, any shares that such person or group has the right to acquire within 60 days after April 13, 2026 are deemed outstanding but are not deemed to be outstanding for purposes of computing the percentage ownership of any other person or group. As of April 13, 2026, there were 34,712,756 Common Shares issued and outstanding.

(2)	Includes 213,825 Common Shares held of record by Mr. Islam and 225,000 Common Shares subject to options that are exercisable within 60 days of April 13, 2026.

(3)	Includes 285,863 Common Shares held of record by Mr. Andrade, 621,540 Common Shares subject to options that are exercisable within 60 days of April 13, 2026, and 6,946 Common Shares issuable upon the settlement of RSUs releasable to Mr. Andrade within 60 days of April 13, 2026.

(4)	Represents Common Shares subject to options that are exercisable within 60 days of April 13, 2026.

(5)	Represents Common Shares subject to options that are exercisable within 60 days of April 13, 2026.

(6)	Includes 57,079 Common Shares held of record by Mr. Rallis and 194,344 Common Shares subject to options that are exercisable within 60 days of April 13, 2026.

(7)	Includes 20,679 Common Shares held of record by Mr. Sayed, 79,169 Common Shares subject to options that are exercisable within 60 days of April 13, 2026, and 556 Common Shares issuable upon the settlement of RSUs releasable to Mr. Sayed within 60 days of April 13, 2026.

(8)	Includes 60,507 Common Shares held of record by Mr. Hackman, 265,280 Common Shares subject to options that are exercisable within 60 days of April 13, 2026, and 4,168 Common Shares issuable upon the settlement of RSUs releasable to Mr. Hackman within 60 days of April 13, 2026.

(9)	Includes 113,856 Common Shares held of record by Mr. Raykov, 1,571,792 Common Shares subject to options that are exercisable within 60 days of April 13, 2026, and 5,556 Common Shares issuable upon the settlement of RSUs releasable to Mr. Raykov within 60 days of April 13, 2026.

(10)	Consists of 766,153 Common Shares, 3,298,326 Common Shares subject to options that are exercisable within 60 days of April 13, 2026, and 17,226 Common Shares issuable upon the settlement of RSUs releasable within 60 days of April 13, 2026.

(11)	Essetifin SpA, Via Sudafrica 20, Rome, Italy 00144. Roberto Capriata holds voting and investment power over the shares owned by Essetifin SpA.

(12)	Rosalind Advisors, Inc., 15 Wellesley Street West, Suite 326, Toronto, Ontario M4Y 0G7 Canada. Steven Salamon holds voting and investment power over the shares held by Rosalind Advisors, Inc

(13)	Southpoint Capital Advisors, LP, 623 Fifth Avenue, Suite 2503, New York, New York 10022. John S. Clark, II holds voting and investment power over the shares owned by Southpoint Capital Advisors, LP.

(14)	Sonic Fund II, LP, 400 Hobron Lane, Suite 3709, Honolulu, HI 96815. Lawrence Kam holds voting and investment power over the shares owned by Sonic Fund II, LP.

(15)	Solas Capital Management, LLC, 1063 Post Road, 2^nd Floor, Darien, CT 06820. Frederick Tucker Golden holds voting and investment power over the shares held by Solas Capital Management, LLC.

Approval Requirements and Eligible Voting Shares

The election of our directors is subject to our Majority Voting Policy. See “Election of Directors” below. Each of the other Ordinary Matters must be approved by a simple majority of the votes cast by Shareholders, present in person (by participating through the virtual meeting website) or by proxy at the Meeting. The Special Matter must be approved by a simple majority of the votes cast by Shareholders, present in person (by participating through the virtual meeting website) or by proxy at the Meeting, excluding votes attached to the securities held by all insiders eligible to participate in the Equity Incentive Plan. For these purposes, any spoiled votes, illegible votes, defective votes, abstentions, and broker non-votes will not be considered votes cast.

Other Business

Other than the Ordinary Matters and Special Matters discussed elsewhere in this Circular, management of Fennec does not intend to present and does not have any reason to believe that others will present, at the Meeting, any item of business other than those set forth in this Circular. If, however, any other business is properly presented at the Meeting and may properly be considered and acted upon, proxies will be voted by those named in the applicable form of proxy in their sole discretion, including with respect to any amendments or variations to the matters identified herein.

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ORDINARY MATTERS

Presentation of Financial Statements

The audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2025, together with the report of the auditors thereon, will be placed before the Meeting. Shareholders who wish to be added to the mailing list for the annual financial statements and Management’s Discussion and Analysis should complete the appropriate sections of the proxy or contact the undersigned at PO Box 13628, 68 TW Alexander Drive, Research Triangle Park, North Carolina 27709 Attention: Secretary.

Election of Directors

We propose to set the number of directors of Fennec to be elected at the Meeting at five (5). The following are the names of the five persons for whom it is intended that votes will be cast for their election as directors of the Corporation pursuant to the proxy which is hereby solicited, unless the Shareholder directs therein otherwise:

Dr. Khalid Islam

Mr. Chris A. Rallis

Dr. Marco Brughera

Dr. Jodi Cook

Mr. Jeff Hackman

The term of office for each such person will be until Fennec’s next annual meeting of Shareholders or until such person’s successor is elected or duly appointed. In the event that prior to the Meeting any vacancies occur in the slate of nominees submitted above, it is intended that discretionary authority shall be exercised to vote the proxy hereby solicited (unless otherwise directed as aforesaid) for the election of any other person or persons as directors. Fennec management is not now aware that any of such nominees would be unwilling to serve as a director if elected.

The Board unanimously recommends that Shareholders vote FOR setting the board size at five (5) and the election of the above-named director nominees. The persons named in the enclosed form of proxy will vote FOR the election of each of the director nominees to hold office until the close of the next annual meeting of Shareholders, unless a Shareholder has specified in the proxy that his or her Common Shares are to be withheld from voting in respect thereof.

Fennec has adopted a majority voting policy in director elections that will apply at any meeting of Shareholders where an uncontested election of directors is held. Pursuant to this policy, if the number of proxy votes withheld from a particular director nominee is greater than the votes for such director, the director nominee will be required to submit his or her resignation as a director to the Chair of the Board promptly following the applicable Shareholders’ meeting. Following receipt of resignation, the Governance and Nominating Committee will consider whether or not to accept the offer of resignation and make a recommendation to the Board. Within 90 days following the applicable Shareholders’ meeting, the Board shall publicly disclose in a news release their decision whether to accept the applicable director’s resignation or not, including the reasons for rejecting the resignation, if applicable. The Board shall accept the resignation absent exceptional circumstances. A director who tenders his or her resignation pursuant to this policy will not be permitted to participate in any meeting of the Board or the Governance and Nominating Committee at which the resignation is considered. A copy of the majority voting policy may be found on the Fennec website at www.fennecpharma.com.

The following table sets forth the name of each of our executive officers and directors, such person’s principal occupation or employment, all other positions with Fennec and any significant affiliate thereof now held by such person, if any, the year in which such person became a director of Fennec and such person’s age.

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The Corporation has an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee. The current members of such committees are noted in the following table.



				Current Principal Occupation
Name and Province/State and				and Principal Occupation for		Director
Country of Residence	Position	Age		Previous Five Years		Since
Jeff Hackman, Massachusetts, USA	Chief Executive Officer, Director	64		CEO and Director of Fennec Pharmaceuticals; Chairman and CEO of Comera Life Sciences; director and CEO of Legacy Comera		August 2024
Rostislav Raykov, New Jersey, USA	Former Chief Executive Officer, Director⁽¹⁾	50		Director and Former CEO of Fennec Pharmaceuticals		July 2009
Robert Andrade, California, USA	Chief Financial Officer	51		CFO of Fennec Pharmaceuticals		N/A
Pierre Sayad, Texas, USA	Chief Medical Officer	51		Chief Medical Officer of Fennec Pharmaceuticals; Chief Operating Officer and interim Chief Medical Officer at Zephyr Labz		N/A
Chris A. Rallis, North Carolina, USA	Director^(2)(3)(4)	72		Executive in-residence at Pappas Capital; previously, CEO of ImmunoBiosciences		August 2011
Dr. Marco Brughera, Milano, Italy	Director^(2)(3)(4)	70		Former Group CEO of Leadiant Biosciences SpA; previously Global Head Rare Disease and R&D at Sigma-tau; VP Preclinical Development at Nerviano Medical Sciences.		August 2016
Dr. Khalid Islam, Lugano, Switzerland	Chairman of Board, Director⁽²⁾	70		Founder and Chairman of Gain Therapeutics ; previously Chairman and CEO of Gentium S.p.A.; previously CEO of Arpida AG		April 2014
Jodi A. Cook, PhD South Carolina, USA	Director⁽³⁾⁽⁴⁾	58		CEO of Skylark Bio Inc, Former SVP, Head of Gene Therapy Strategy PTC Therapeutics, Inc, Former COO Agilis Biotherapeutics, Former Assistant Professor of Audiology Mayo Clinic		September 2019

(1)

Mr. Raykov will not be standing for re-election at the Meeting and will be departing as a director immediately following the Meeting. Mr. Raykov’s departure is in no way due to any disagreement with the Corporation. Prior to the Meeting, the Board has determined to reduce the number of Board seats from six to five at the Meeting. Following the Meeting, it is expected that the Corporation will have no vacancies.

(2)	Member of the Audit Committee.

(3)	Member of the Compensation Committee

(4)	Member of the Governance and Nominating Committee

Jeff Hackman

Mr. Hackman, age 64, has served as a director and Chief Executive Officer of Fennec since August 2024. Mr. Hackman served as Chief Executive Officer and as Chairman of the board of directors for Comera Life Sciences and Legacy Comera from May of 2022 and September of 2021, respectively, through August 2024. Prior to joining Legacy Comera, he was President of U.S. Operations from 2019 to 2021 for EUSA Pharma, a global pharmaceutical company focused on cancers and rare diseases. Previously, from 2017 to 2018, Mr. Hackman filled several roles at Aegerion Pharmaceuticals Inc., a biopharmaceutical company, finishing as acting CEO of its parent company, Novelion Therapeutics Inc. (NVLNF). Under his leadership, Novelion reached profitability. He joined Novelion from Shire Inc., a biopharmaceutical company, where he had been Senior VP and Head of U.S. Internal Medicine / Oncology Franchise from 2016 to 2017. Previously, he

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established the North American oncology commercial division for Baxalta, a biopharmaceutical company, following two years leading US commercial operations for Sigma Tau, a research-based pharmaceutical company. He has also held senior roles in several other pharmaceutical companies.

We believe that Mr. Hackman is well qualified to serve as our Chief Executive Officer and as a director due to his extensive industry experience in senior management and leadership positions.

Robert Andrade

Mr. Andrade, age 51, has served as Chief Financial Officer since November 2015. Mr. Andrade was previously Chief Financial Officer and Director of Fennec from September 2009 until August 2013. In addition to his role with Fennec, Mr. Andrade was a private investor in 2015, and a senior analyst at Magnetar Capital from 2013 - 2014. Mr. Andrade graduated from University of Southern California, where he earned a Masters of Arts degree and Bachelor of Arts degree in economics.

Dr. Pierre Sayad

Dr. Sayad, age 51, is an accomplished biopharmaceutical executive with more than 22 years of proven success building and leading world-class organizations. During his tenure in the industry, Dr. Sayad has launched nine novel drugs across 14 therapeutic areas, including oncology (both solid tumors and hematologic malignancies) and neuroscience (depression, schizophrenia, bipolar and attention-deficit/hyperactivity disorder). Trained as a molecular physiologist, Pierre has been heavily involved in the successful commercial launches of several drugs, including oncology drugs at Onyx Pharmaceuticals, Karyopharm Therapeutics, Oncopeptides, and CTI BioPharma, and Eli Lilly and Company’s blockbuster neuroscience drugs. Pierre most recently served as chief operating officer and interim chief medical officer at Zephyr Labz. He also held senior leadership positions at the International Myeloma Foundation and Campbell Alliance. Dr. Sayad is a graduate of the School of Medicine, Loma Linda University, as well as Harvard Business School.

Chris A. Rallis

Mr. Rallis, age 72, has served as a director of Fennec since August 2011. Mr. Rallis has been an executive-in-residence at Pappas Capital, a life science venture capital firm since January 2008. Previously, Mr. Rallis was the President and Chief Executive Officer of ImmunoBiosciences, Inc. (“IBI”), a vaccine technology company formerly located in Raleigh, North Carolina from April 2006 through June 2007. Prior to joining IBI, Mr. Rallis served as an executive in residence (part-time) for Pappas Capital, and as a consultant for Duke University and Panacos Pharmaceuticals, Inc. Mr. Rallis is the former President and Chief Operating Officer (“COO”) and director of Triangle Pharmaceuticals, Inc., which was acquired by Gilead Sciences in January 2003 for approximately $465 million. Prior to assuming the role of President and COO in March 2000, he was Executive Vice President, Business Development and General Counsel. While at Triangle, Mr. Rallis participated in 11 equity financings generating gross proceeds of approximately $500 million. He was also primarily responsible for all business development activities which included a worldwide alliance with Abbott Laboratories and the in-licensing of ten compounds. Before joining Triangle in 1995, Mr. Rallis served in various business development and legal management roles with Burroughs Wellcome Co. over a 13 year period, including Vice President of Strategic Planning and Business Development. Mr. Rallis also serves on the board of Lung Cancer Initiative of NC, located in Raleigh, North Carolina. Mr. Rallis received his A.B. degree in economics from Harvard College and a J.D. from Duke University. As a result of these and other professional experiences, Mr. Rallis possesses particular healthcare industry knowledge and experience which strengthens the Board’s collective qualifications, skills, and experience.

Dr. Marco Brughera

Dr. Brughera, age 70, has been a director of Fennec since August 2016. Currently, he is the founder at Brucon srls and Strategic Advisor at Essetifin. From 2011 until 2021, Dr. Brughera had been CEO of Lediant Biosciences and has held several positions for the Sigma-Tau Group, including CEO and Global Head of Sigma Tau Rare Disease, President of Sigma-Tau Research and President of Sigma-Tau Pharmaceuticals. He drove the commercial revival of a lead oncology product line resulting in its successful sale for a total of around $900M. He also successfully out-licensed the Defibrotide US rights to Jazz Pharmaceuticals and the product Recovi to Chiesi Pharmaceuticals.. From 2004 to 2010, Dr. Brughera served as the Vice President of Preclinical Development at Nerviano Medical Sciences (NMS), a pharmaceutical oncology-focused integrated discovery and development company. He also served as the Managing Director at Accelera, an independent contract research organization with the NMS Group. From 1999 to 2004, Dr. Brughera held several senior level positions in the areas of research and development with Pharmacia and Pfizer. Prior to 1999, he held various positions

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at Pharmacia & Upjohn and Farmitalia Carlo Erba SpA, an Italian pharmaceutical company. He currently serves on the Board of Leadiant Biosciences Inc and Limited; advisor and biotech champion at Indaco Ventures Partners SGR. Previously was a Board member of Gentium, Exelead, Soligenix, Lee’s Pharmaceuticals and Naicons.

Dr. Brughera earned his degree in veterinary medicine from the University of Milan and is a European Registered Toxicologist. Dr. Brughera has wide-spread experience and knowledge of pharmaceutical drug development in international companies. His scientific and business knowledge in particular in the oncology and orphan drug space deepens the board’s collective qualifications, skills and experience.

Dr. Khalid Islam

Dr. Islam, age 70, has been a director of Fennec since April 2014 and is our current Chairman of the Board. Dr. Islam was the Chairman and CEO of Gentium S.p.A. (a Nasdaq-listed company; 2009-2014) where he led the transition from a loss-making to a cash-flow positive and profitable company. Under his leadership, the company value increased from US$25 million leading to a successful all cash US$1 billion merger with Jazz Pharmaceuticals, plc. Subsequent to the sale of Gentium, Dr. Islam has been involved from both an advisory and board level in several public and private healthcare related companies. From 1999-2008, Dr. Islam was President and CEO of Arpida AG where he transitioned the early-stage start-up to a SWX-listed company and raised US$300 million in the IPO and follow-ons. From 1987-1999, he held various positions in HMR & MMD (now Sanofi-Aventis). From 1977-1987, Dr. Islam worked in academia at Imperial College (Univ. of London) and in Milan University, where he was a contract professor. Dr. Islam is a graduate of Chelsea College and received his Ph.D. from Imperial College, University of London. He holds several patents and has published over 80 articles in leading journals. He is an advisor to the venture group Kurma Biofund (Paris). He is a founder/co-founder of Gain Therapeutics Inc. (GANX), Sirius Healthcare Partners GmbH (Zurich), PrevAbr LLC (D.C.), BioAim LLC (L.A.) & Life Sciences Management GmbH (Zug). Dr. Islam is Board Chair at Minoryx Therapeutics (Spain) and Gain Therapeutics Inc. (GANX), a public company. In the past, he has served on the Board of Directors of Immunomedics (USA), Processa Pharmaceuticals (PCSA), Pcovery Aps (Denmark), Adenium Aps (Denmark), C10 Pharma AS (Norway), Karolinska Development (KDEV, Sweden) and MolMed S.p.A. (MLMI, Italy). Dr. Islam’s extensive international pharmaceutical expertise in transitioning companies from development to production strengthens the Board’s collective qualifications, skills and experience.

Dr. Jodi Cook

Dr. Cook, age 58, has been a director of Fennec since September 2019. Dr. Cook is currently CEO of Skylark Bio Inc, an early-stage Company working on gene therapy for genetic disorders. Dr. Cook previously served as SVP and Head of Gene Therapy Strategy at PTC Therapeutics from August 2018 until February 2020. Previously she was one of the founding members and Chief Operating Officer of Agilis Biotherapeutics, a clinical-stage company focused on gene therapies for rare diseases of the central nervous system, from December 2013 until its acquisition by PTC Therapeutics in August 2018. While at Agilis she led the sale of the company to PTC in a deal that represented significant value to all parties. Dr. Cook’s career spans a wide range of experiences including VP of Clinical Research at InSound Medical and Director of Audiology at Songbird Hearing, both successful biotech start-up companies within the hearing industry. She has been Assistant Professor of Audiology and Director of the Hearing Aid Program at Mayo Clinic. Dr. Cook earned a BA from Loyola University in Maryland, M.Aud. from University of South Carolina, and PhD from Arizona State University in Hearing Science. She completed a clinical fellowship at Johns Hopkins School of Medicine in Baltimore, MD. Her extensive scientific, clinical and executive business experience strengthens the Board’s collective qualifications, skills and expertise.

Appointment of Auditors

Haskell & White LLP have served as the Corporation’s auditors since May 12, 2017. Shareholders will be asked to vote for the appointment of Haskell & White LLP as auditors of the Corporation for the year ending December 31, 2026, or until a successor is duly elected or appointed, at a remuneration to be fixed by the Board of Directors. Approval of the ordinary resolution requires the affirmative vote of a majority of the votes cast in respect thereof by holders of Common Shares represented at the Meeting. The person designated in the enclosed form of proxy intends to vote FOR the appointment of Haskell & White LLP as auditors of the Corporation, unless instructed otherwise.

The Board unanimously recommends that Shareholders vote FOR the appointment of Haskell & White LLP as auditors of the Corporation at the Meeting. The persons named in the enclosed form of proxy will vote FOR the appointment of Haskell & White LLP as auditors of the Corporation until the end of the next annual meeting of

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the Shareholders or until a successor is duly elected or appointed and the authorization of the directors to fix their remuneration, unless a Shareholder has specified in the proxy that his or her Common Shares are to be voted against or abstained from voting in respect thereof.

Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

As described above under the heading “Advisory Vote on Executive Compensation,” in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our Shareholders have the opportunity to cast an advisory vote to approve the compensation of our named executive officers. This “Advisory Vote on the Frequency of Advisory Votes on Executive Compensation” affords Shareholders the opportunity to cast an advisory vote on how often we should include an advisory vote on executive compensation in our proxy materials for future annual shareholder meetings or any special shareholder meeting for which we must include executive compensation information in the proxy materials for that meeting. Shareholders may vote to have the advisory vote on executive compensation occur every year, every two years, or every three years.

Our Shareholders voted on a similar proposal in 2019 with the majority voting to hold the advisory vote on executive compensation every year. We continue to believe that advisory votes on executive compensation should be conducted every year so that our Shareholders may annually express their views on our executive compensation program.

This vote is advisory and therefore not binding on the Corporation, the Board or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by Shareholders in their votes on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of advisory votes on executive compensation.

It is expected that the next advisory vote on the frequency of advisory votes on executive compensation will occur at our 2032 annual meeting of shareholders.

Shareholders may cast their advisory vote to conduct advisory votes on executive compensation every “1 Year,” “2 Years,” or “3 Years,” or “Abstain.”

The Board unanimously recommends that Shareholders vote to hold an advisory vote on executive compensation every 1 YEAR. The persons named in the enclosed form of proxy will vote to hold an advisory vote on executive compensation every 1 Year, unless a Shareholder has specified in the proxy that his or her Common Shares are to be voted to hold an advisory vote on executive compensation every 2 Years or 3 Years or are abstained from voting in respect of the frequency of advisory votes on executive compensation.

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SPECIAL MATTERS

Amendments to Equity Incentive Plan

Fennec’s 2020 Equity Incentive Plan, as amended (the “Equity Incentive Plan”) is designed to align the interests of participants with those of Shareholders by offering performance-based compensation linked to the long-term value of Fennec Common Shares.

The total number of Common Shares that may be the subject of awards and issued under the Equity Incentive Plan, together with our prior stock option plan which was last approved by our Shareholders on June 19, 2019 (the “Prior Plan”), is currently 8,500,000 Common Shares (excluding for this purpose any Common Shares issued under the Equity Incentive Plan or the Prior Plan prior to June 3, 2025).

As of April 13, 2026:

•

2,538,833 Common Shares have been issued pursuant to the exercise of stock options under the Equity Incentive Plan, and 780,137 Common Shares have been issued in connection with the vesting of RSUs awarded under the Equity Incentive Plan.

•

7,210,759 stock options and 249,040 RSUs are outstanding.

•

1,417,701 Common Shares are available for issuance pursuant to the exercise of any option grants or issuance pursuant to other awards under the Equity Incentive Plan.

Further information on the Corporation’s Equity Incentive Plan can be found on pages 21 to 29 of this circular, including, for the most recent fiscal year, details on the burn rate, overhang and dilution measures.

Based on the limited number of Common Shares available for issuance pursuant to the exercise of any future stock option grants or pursuant to any other equity awards under the Equity Incentive Plan, the burn rate, and the Corporation’s practices for granting stock options and other equity awards, it is proposed that the number of Common Shares available for issuance be increased to 10,000,000 Common Shares, excluding any Common Shares issued under the Equity Incentive Plan or the Prior Plan prior to June 10, 2026. This limit increase is expected to provide a sufficient number of Common Shares for issuance under the Equity Incentive Plan for the foreseeable future.

After giving effect to the proposed increase, the total number of Common Shares that will be available for issuance under the Equity Incentive Plan (including to satisfy the exercise of currently outstanding stock options and RSU awards), after deducting the Common Shares previously issued pursuant to the exercise of options and vesting of RSUs under the Equity Incentive Plan, will be 10,000,000, excluding any Common Shares issued under the Equity Incentive Plan or the Prior Plan prior to June 10, 2026. This represents approximately 28.81% of the total issued and outstanding Common Shares (and approximately 22.36% on a fully diluted, after issued basis) as of April 13, 2026.

On April 27, 2026, the Corporation’s board of directors approved, subject to the approval of the Corporation’s Shareholders, amending the Equity Incentive Plan to increase the number of Common Shares available for issuance under the Equity Incentive Plan (excluding Common Shares issued prior to the date of the Meeting pursuant to the exercise of options and vesting of RSUs) to 10,000,000 Common Shares (excluding for this purpose the Common Shares issued under the Equity Incentive Plan or the Prior Plan prior to June 10, 2026), representing approximately 28.81% of the total issued and outstanding Common Shares (and approximately 22.36% on a fully diluted, after issued basis) as of the date of this circular.

The board of directors therefore recommends that Shareholders, other than the Eligible Insiders (defined below), approve the following resolutions:

“BE IT RESOLVED THAT:

1.1.The following amendment to the first sentence of Section of 3(a) of the Corporation’s Equity Incentive Plan is hereby approved, ratified and confirmed:

“Shares Issuable. The maximum number of Shares reserved and available for issuance under the Plan,

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together with the Prior Plan, shall be limited to 10,000,000 Common Shares, excluding for this purpose any Shares issued under this Plan or the Prior Plan prior to June 10, 2026.”

any officer of the Corporation be and is hereby authorized to do all such things and to sign, execute and deliver any and all documents and instruments as may be necessary or advisable in order to give effect to this resolution.”

The Equity Incentive Plan does not limit the participation of insiders. Votes attached to the securities held by all insiders eligible to participate in the Equity Incentive Plan (the “Eligible Insiders”) will be excluded from voting on the above resolution. Accordingly, Shareholders, other than the Eligible Insiders, will be asked to approve the amendments to the Equity Incentive Plan as described above, such amendments requiring approval by a simple majority of votes cast. As of the record date, Eligible Insiders hold 766,153 Common Shares, which shares will be excluded from the vote.

The board recommends voting FOR the proposed amendments to the Equity Incentive Plan. The persons named in the enclosed form of proxy will vote FOR the proposed amendments to the Equity Incentive Plan, unless a Shareholder has specified in the proxy that his or her Common Shares are to be voted against or abstained from voting in respect thereof.

Approval of 2026 Equity Inducement Plan

On February 25, 2026 the Corporation’s board of directors adopted the Fennec Pharmaceuticals Inc. 2026 Equity Inducement Plan (the “2026 Equity Inducement Plan”). The maximum number of Common Shares reserved and available for issuance under the 2026 Equity Inducement Plan is limited to 600,000 Common Shares, which represents approximately 1.73% of the currently issued and outstanding Common Shares of the Company. We are asking Shareholders to approve the 2026 Equity Inducement Plan so that options granted thereunder may qualify as incentive stock options under Section 422 of the Internal Revenue Code (“Code”).

The purpose of the 2026 Equity Inducement Plan is to encourage and enable employees of the Corporation and its affiliates who are expected to contribute to the success of the Corporation to acquire a proprietary interest in the Corporation. It is anticipated that providing such persons with a direct stake in the Corporation’s welfare will assure a closer identification of their interests with those of the Corporation and its Shareholders, thereby stimulating their efforts on the Corporation’s behalf and strengthening their desire to remain with the Corporation.

All awards under the 2026 Equity Inducement Plan are intended to qualify as an inducement award as described in Nasdaq

Listing Rule 5635(c)(4) or any successor provision of such listing rule.

As of the Record Date, the Corporation has granted 377,500 options under the 2026 Equity Inducement Plan and a further 232,500 Common Shares (representing approximately 0.64% of the currently issued and outstanding Common Shares) are available for issuance pursuant to inducement awards under the 2026 Equity Inducement Plan.

The board of directors does not grant inducement awards according to a prescribed formula or target. The Corporation recommends to the Compensation Committee the proposed recipients of such awards and the proposed award size, taking into consideration such factors as their position, scope of responsibility and qualifications, the value of the awards in relation to other elements of the individual’s total compensation and shareholdings, and market information. In determining the size of the awards the Compensation Committee may consider their payout and the competitiveness of the Corporation’s total compensation relative to comparable companies in addition to the recommendation of the Corporation.

The board of directors believes the granting of inducement awards as a component of compensation allows us to align the interests of new hires who are selected to receive awards with those of our Shareholders. The 2026 Equity Inducement Plan is designed to enable us to formulate and implement a compensation program for new hires that will attract, motivate and retain employees who we expect will contribute to our success. The board of directors believes that awards granted pursuant to the 2026 Equity Inducement Plan are a vital component of our compensation program and, accordingly, that it is important that an appropriate number of our Common Shares be authorized for awards under the 2026 Equity Inducement Plan.

Description of the 2026 Equity Inducement Plan

The major features of the 2026 Equity Inducement Plan are summarized below. The summary is qualified in its entirety by reference to the full text of the 2026 Equity Inducement Plan, which is attached to this circular as Schedule “B”.

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Plan Shares. The maximum number of Common Shares that may be issued in connection with any awards granted under the 2026 Equity Inducement Plan is limited to 600,000 Common Shares. Common Shares that are forfeited, cancelled, held back upon the exercise or settlement of an award to cover the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of Common Shares or otherwise terminated (other than by exercise) are added back to the Common Shares available for issuance under the 2026 Equity Inducement Plan.

Administration. The 2026 Equity Inducement Plan is administered by the Compensation Committee. The Compensation Committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2026 Equity Inducement Plan.

Eligibility. Only newly hired employees are eligible to participate in the 2026 Equity Inducement Plan, as selected by the Compensation Committee.

Stock Options. The 2026 Equity Inducement Plan permits the granting of (i) options to purchase Common Shares intended to qualify as incentive stock options under Section 422 of the Code (if approved by the Shareholders at the Meeting); and (ii) options that do not so qualify. Options granted under the 2026 Equity Inducement Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Corporation and its subsidiaries. The option exercise price of each option will be determined by the Compensation Committee but may not be less than 100% of the fair market value of the Common Shares on the date of grant. Fair market value for this purpose will be the last reported sale price of the shares of common stock on the Nasdaq Capital Market on the date immediately preceding the grant date. The exercise price of an option may not be reduced after the date of the option grant, other than to appropriately reflect changes in our capital structure, without approval of the Shareholders.

The term of each option will be fixed by the Compensation Committee and may not exceed ten years from the date of grant, provided that, if the end of such period for any vested option falls on, or within nine trading days immediately following, a date upon which the optionee is prohibited from exercising such option due to a black out period or other trading restriction imposed by the Corporation, then the expiry date of such option shall be automatically be the tenth trading day following the date the relevant black-out period or other trading restriction imposed by the Corporation is lifted, terminated or removed. The Compensation Committee will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the

Compensation Committee. In general, unless otherwise permitted by the Compensation Committee, no option granted under the 2026 Equity Inducement Plan is transferable by the optionee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order, and options may be exercised during the optionee’s lifetime only by the optionee, or by the optionee’s legal representative or guardian in the case of the optionee’s incapacity.

Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Compensation Committee or by delivery (or attestation to the ownership) of Common Shares that are beneficially owned by the optionee and that are not subject to risk of forfeiture. Subject to applicable law, the exercise price may also be delivered to the Corporation by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, the Compensation Committee may permit non-qualified options to be exercised using a net exercise feature that reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price.

To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year.

Stock Appreciation Rights. The Compensation Committee may award stock appreciation rights subject to such conditions and restrictions as the Compensation Committee may determine. Stock appreciation rights entitle the recipient to shares of common stock equal to the value of the appreciation in the stock price over the exercise price. The exercise price is the fair market value of the Common Shares on the date of grant. The term of a stock appreciation right may not exceed ten years.

Restricted Stock. The Compensation Committee may award shares of common stock to participants subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals or continued employment with us through a specified restricted period.

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During the vesting period, restricted stock awards may be credited with dividend equivalent rights, but dividend equivalents payable with respect to restricted stock awards with vesting tied to the attainment of performance criteria or service shall not be paid unless and until such conditions are satisfied.

Restricted Stock Units. The Compensation Committee may award restricted stock units to participants. Restricted stock units are ultimately payable in the form of shares of common stock (or cash, if so provided in the specific award) subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals or continued employment with the Corporation through a specified vesting period. In the Compensation Committee’s sole discretion, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a restricted stock unit award, subject to the participant’s compliance with the procedures established by the Compensation Committee and requirements of Section 409A of the Code. During the deferral period, the deferred stock awards may be credited with dividend equivalent rights.

Unrestricted Stock Awards. The Compensation Committee may also grant shares of common stock that are free from any restrictions under the 2026 Equity Inducement Plan. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.

Cash-Based Awards. The Compensation Committee may grant cash bonuses under the 2026 Equity Inducement Plan to participants. The cash bonuses may be subject to the achievement of certain performance goals.

Dividend Equivalent Rights. The Compensation Committee may grant dividend equivalent rights to participants, which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock. Dividend equivalent rights granted as a component of another award (other than a stock option or stock appreciation right) may be paid only if the related award becomes vested. Dividend equivalent rights may be settled in cash, shares of

common stock or a combination thereof, in a single installment or installments, as specified in the award.

Change of Control Provisions. The 2026 Equity Inducement Plan provides that upon the effectiveness of a “sale event,” as defined in the 2026 Equity Inducement Plan, all outstanding awards may be assumed, substituted or otherwise continued by the successor entity. To the extent that the successor entity does not assume, substitute or otherwise continue such

awards, upon the effective time of the sales event the 2026 Equity Inducement Plan and all outstanding awards that remain unexercised or settled will terminate. When a sales event occurs and outstanding awards are not assumed, substituted or continued, except as may be otherwise specifically provided in an award certificate, all options and stock appreciation rights with time-based vesting conditions or restrictions that are not vested or exercisable immediately prior to the effective time of the sale event may become fully vested and exercisable as of the effective time of the sale event at the discretion of the Compensation Committee, all other awards with time-based vesting, conditions or restrictions may become fully vested and non-forfeitable as of the effective time of the sale event at the discretion of the Compensation Committee, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a sale event in the Compensation Committee’s discretion or to the extent specified in an award certificate. In addition, the Corporation may make or provide for payment, in cash or in kind, to participants holding options and stock appreciation rights equal to the difference between the per share cash consideration paid in the sales event and the exercise price of the options or stock appreciation rights. The Compensation Committee shall also have the option to make or provide for a payment, in cash or in kind, to grantees holding other awards in an amount equal to the per share cash consideration paid in the sales event multiplied by the number of vested shares under such awards.

Adjustments for Stock Dividends, Stock Splits, Etc. The 2026 Equity Inducement Plan requires the Compensation Committee to make appropriate adjustments to certain limits in the 2026 Equity Inducement Plan and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.

Tax Withholding. Participants in the 2026 Equity Inducement Plan are responsible for the payment of any federal, state or local taxes that the Corporation is required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. Subject to approval by the Compensation Committee, participants may elect to have their tax withholding obligations satisfied by authorizing the Corporation to withhold shares of common stock to be issued pursuant to exercise or vesting. The Compensation Committee may also require awards to be subject to mandatory share withholding up to the required withholding amount.

Amendments and Termination. The Board of Directors may at any time amend or discontinue the 2026 Equity Inducement Plan and the Compensation Committee may at any time amend or cancel any outstanding award for the purpose of

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satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. To the extent required under Nasdaq or TSX rules any amendments that materially change the terms of the 2026 Equity Inducement Plan will be subject to approval by our Shareholders. Amendments shall also be subject to approval by our Shareholders if and to the extent determined by the Compensation Committee to be required by the Code to preserve the qualified status of incentive options. Subject to any additional requirements of the rules of Nasdaq or the TSX, the following amendments to the 2026 Equity Inducement Plan or awards issued thereunder shall not be made without the prior approval of Nasdaq or the TSX, and approval of the Shareholders: (i) increasing the maximum number of Common Shares issuable under the 2026 Equity Inducement Plan; (ii) a reduction in the exercise price of any Stock Options or Stock Appreciation Rights held by insiders; (iii) an extension to the term of Stock Options or Stock Appreciation Rights held by insiders; and (iv) amendments to amending provision of the 2026 Equity Inducement Plan. Examples of the amendments that may be made by the Board without shareholder approval include, without limitation, amendments related to (a) the vesting provisions of the 2026 Equity Inducement Plan or any award granted under the 2026 Equity Inducement Plan, (b) the early termination provisions of the 2026 Equity Inducement Plan or any option granted under the 2026 Equity Inducement Plan, (c) the addition of any form of financial assistance by the Corporation for the acquisition by all or certain categories of participants, and the subsequent amendment of any such provision which is more favorable to such participants, (d) the addition or modification of a cashless exercise feature, payable in cash or Common Shares, which provides for a full deduction of the number of underlying Common Shares from the Common Shares reserved for issuance under the 2026 Equity Inducement Plan, (e) changing the maximum percentage of Common Shares which are reserved for issuance under the 2026 Equity Inducement Plan to a maximum number of Common Shares not exceeding the number of Common Shares which then represents the maximum percentage previously approved by the Corporation’s security holders; (f) the suspension or termination under applicable laws (including, without limitation, the rules, regulations and policies of Nasdaq or the TSX); and/or (g) general housekeeping matters.

Vote Required

Shareholder approval of the 2026 Equity Inducement Plan is being sought so that options granted thereunder may qualify as incentive stock options under section 422 of the Code. Shareholders will be asked to consider and, if deemed advisable, to approve, with or without amendment, the 2026 Equity Inducement Plan resolution below (the “2026 Equity Inducement Plan Resolution”):

“BE IT RESOLVED, as an ordinary resolution of the Shareholders of Fennec Pharmaceuticals Inc. (the “Corporation”), that:

1. The Fennec Pharmaceuticals Inc. 2026 Equity Inducement Plan, as set out in Schedule “B” to the Corporation’s 2026 Management Information Circular (the “2026 Equity Inducement Plan”) be and is hereby approved;

2. For the purpose of permitting the issuance of Common Shares in the capital of the Corporation pursuant to the exercise of options under the 2026 Equity Incentive Plan, there are hereby set aside, reserved and kept available for issue thereunder, including with respect to options that are intended to qualify as incentive stock under Section 422 of the United States Internal Revenue Code of 1986, as amended, 600,000 Common Shares; and

3. Any one or more directors or officers of the Corporation are hereby authorized, for and on behalf of the Corporation, to execute and deliver all such documents and do all such other acts or things as such person may determine to be necessary or advisable to give effect to this resolution, such determination to be conclusively evidenced by the taking of any such action or such director’s or officer’s execution and delivery of any such document.”

To be effective, the 2026 Equity Inducement Plan Resolution must be passed by a simple majority of the votes cast thereon by the Shareholders present in person (by participating through the virtual meeting website) or by proxy at the Meeting.

The Board recommends voting FOR the approval of the 2026 Equity Inducement Plan. The persons named in the enclosed form of proxy will vote FOR the 2026 Equity Inducement Plan, unless a Shareholder has specified in the proxy that his or her Common Shares are to be voted against or abstained from voting in respect thereof.

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EXECUTIVE COMPENSATION

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Corporation.

The following information is presented to disclose the relationship between executive “compensation actually paid” or CAP, as calculated under applicable SEC rules, and the Corporation’s financial performance. As required by SEC rules, the table presented below discloses CAP for (i) the Corporation’s principal executive officer (“PEO”), Mr. Hackman and the former principal executive officer (“Former PEO”) Mr. Raykov, and (ii) the Corporation’s NEOs other than Mr. Hackman and Mr. Raykov (collectively, “Non-PEO NEOs”), on an average basis. The Corporation’s PEO and the Non-PEO NEOs receive time-based RSU awards and their total compensation is not tied to any specific company performance measures.



							Average
							Summary	Average	Value of
							Compensation	Compensation	Initial Fixed $100
							Total for	Actually Paid to	Investment	Net
	Summary Compensation Table Total for PEO¹			Compensation Actually Paid To PEO²			Non-PEO	Non-PEO	Based On Total	Income
Year	PEO		Prior PEO	PEO		Prior PEO	NEOs³	NEOs⁴	Shareholder Return⁵	(millions)⁶
(a)		(b)			(c)		(d)	(e)	(f)	(g)
2025	1,715,227		-	815,456		-	4,124,912	2,919,877	103	(9,741)
2024	1,611,861		3,238,461	1,866,208		1,960,657	1,122,451	979,998	85	(436)
2023			2,497,849			4,526,511	1,234,679	2,036,284	151	(16,045)

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Hackman, the Corporation’s current Chief Executive Officer (who joined the company in Augus 2024) and Mr. Raykov, the former Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”

(2)

The dollar amounts reported in column (c) represent the amount of CAP as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Hackman and Mr. Raykov during the applicable year as it includes changes in the value of stock compensation for awards which remained unvested at the end of the applicable year. The following table details the applicable adjustments that were made to determine CAP:

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The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:

Add: Change in

Value as of

Add: Change in

Vesting Date

Deduct: Stock

Add: Fair Value of

Fair Value of

of Equity Awards

Summary

Compensation

of Equity Awards

Outstanding and

Granted in

SEC Form DEF 14A filed by Fennec Pharmaceuticals Inc.