Medicus Pharma Ltd美股招股说明书(2025-05-13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(the "Form 10-Q"). Accordingly, we have attached the Form 10-Q to this prospectus supplement. 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 theProspectus and this prospectus supplement, you should rely on the information in this prospectus supplement. 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 orsupplements to the Prospectus. 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 theProspectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is May 13, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (MARK ONE) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from___to ___ Commission file number:001-42408 MEDICUS PHARMA LTD.(Exact Name of Registrant as Specified in Its Charter) Ontario, Canada98-1778211(State or other jurisdiction of(I.R.S. Employer Identification No.) incorporation or organization) 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 filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smallerreporting company", and "emerging growth company" in Rule 12b-2of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the Exchange Act).Yes☐No☒ As of May 8, 2025, there were 13,494,861common shares, no par value, issued and outstanding. MEDICUS PHARMA LTD. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025TABLE OF CONTENTS PagePart I.Financial Information1Item 1.Financial Statements1Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 20241Condensed Consolidated Statements of Operations and Comprehensive