Medicus Pharma Ltd美国招股说明书(2025年5月13日版)

PROSPECTUS SUPPLEMENT NO. 3(to prospectus dated April 10, 2025) Medicus Pharma Ltd. 1,115,500 Common Shares Issuable upon the Exercise of Warrants This prospectus supplement amends and supplements the prospectus dated effective April 10, 2025, as supplemented or amended fromtime to time (the "Prospectus"), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-279771). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference inthe Prospectus with the information contained in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Our common shares and warrants, with an exercise price of $4.64 and expiration date of November 15, 2029 (the "Public Warrants"),are listed on The Nasdaq Capital Market ("Nasdaq") under the symbols "MDCX" and "MDCXW," respectively. On May 12, 2025, thelast reported sales prices of the common shares and Public Warrants were $4.86 and $1.19, respectively. We are an "emerging growth company" under applicable Securities and Exchange Commission rules and are eligible forreduced public company disclosure requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading "Risk Factors" beginning on page 10 of the Prospectus, and under similar headings in any amendment or None of the Securities and Exchange Commission, any state securities commission or the securities commission of anyCanadian province or territory has approved or disapproved of the securities offered by this prospectus supplement or the The date of this prospectus supplement is May 13, 2025. UNITED STATES Washington, D.C. 20549 FORM 10-Q (MARK ONE) MEDICUS PHARMA LTD. (Exact Name of Registrant as Specified in Its Charter) 98-1778211 (I.R.S. EmployerIdentification No.) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file MEDICUS PHARMA LTD. Part I.Financial Information Item 1.Financial Statements and 2024 (Unaudited)3Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024(Unaudited)4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act")that involve substantial risks and uncertainties. All statements, other than statements of historical facts contained in this QuarterlyReport on Form 10-Q regarding our strategy, future operations, future financial position, projected costs, prospects, plans, andobjectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties, andother important factors that may cause our actual results, performance, or achievements to be materially different from any future The forward-looking statements in this Quarterly Report on Form 10-Q and those contained in (i) our Annual Report on Form 10-Kfiled with the United States Securities and Exchange Commission ("SEC") on March 28, 2025 (the "2024 Annual Report") include, our financial results, including our ability to generate earnings and achieve and sustain profitability, which may varysignificantly from forecasts and from period to period; the progress, timing and completion of our research, development and preclinical studies and clinical trials for our products andproduct candidates; our ability to market, commercialize, achieve market acceptance for and sell our products and product candidates; our ability to develop, manage and maintain our direct sales and marketing organizations; our estimates regarding anticipated operating losses, future revenues, capital requirements and our needs for additionalfinancing; market risks regarding consolidation in the healthcare industry; the willingness of healthcare providers to purchase our products if coverage, reimbursement and pricing from third partypayors for procedures using our products significantly declines; our ability to adequately protect our intellectual property and operate our business without infringing upon the intellectualproperty rights of others; the fact that prod