Medicus Pharma Ltd美股招股说明书(2025-05-30版)

Prospectus Up to 3,710,000 Common Shares Medicus Pharma Ltd. This prospectus relates to the resale from time to time of up to 3,710,000 common shares of Medicus Pharma Ltd. (the "Company"),no par value (the "common shares"), by YA II PN, Ltd. (the "Selling Shareholder" or “Yorkville”). The common shares being offeredby this prospectus consist of common shares that we have issued or that we may, in our discretion, elect to issue and sell to the SellingShareholder, from time to time, pursuant to a standby equity purchase agreement we entered into with the Selling Shareholder onFebruary 10, 2025 (the "SEPA"), pursuant to which the Selling Shareholder has committed to purchase from us, at our direction, up to$15,000,000 of common shares, subject to terms and conditions specified in the SEPA. As consideration for the Selling Shareholder'sirrevocable commitment to purchase our common shares at our election and in our discretion from time to time after the date of theSEPA and prior to the third anniversary of the SEPA, upon the terms and subject to the satisfaction of the conditions set forth in theSEPA, we have issued to the Selling Shareholder 105,840 common shares pursuant to the terms of the SEPA (the "CommitmentShares"). As of the date of this prospectus, we have not issued any common shares to the Selling Shareholder other than theCommitment Shares. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our common shares bythe Selling Shareholder. However, we may receive up to $15,000,000 aggregate gross proceeds from sales of common shares we mayelect to make to Yorkville pursuant to the SEPA prior to or after the date of this prospectus. See "Standby Equity Purchase Agreement"on page 132 of this prospectus for a description of the SEPA and "Selling Shareholder" on page 136 of this prospectus for additionalinformation regarding the Selling Shareholder. The Selling Shareholder may sell or otherwise dispose of the common shares described in this prospectus in a number of differentways and at varying prices. The Selling Shareholder is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act of1933, as amended (the "Securities Act"), only with respect to advances under the SEPA and any profits on the sales of our commonshares by the Selling Shareholder and any discounts, commissions, or concessions received by the Selling Shareholder are deemed tobe underwriting discounts and commissions under the Securities Act. We will pay the expenses incurred in registering under theSecurities Act the offer and sale of the common shares to which this prospectus relates by the Selling Shareholder, including our legaland accounting fees. The Selling Shareholder will pay all brokerage fees and commissions and similar expenses in connection with theoffer and sale of the common shares by the Selling Shareholder pursuant to this prospectus. Our common shares are listed on The Nasdaq Capital Market (the "Nasdaq"), under the symbol "MDCX." The closing price of ourcommon shares on the Nasdaq on May 29, 2025 was $3.64. We are an "emerging growth company" and a "smaller reporting company" under applicable U.S. Securities and ExchangeCommission rules and will be eligible for reduced public company disclosure requirements. See"Prospectus Summary-Implications ofBeing an Emerging Growth Company" and "Prospectus Summary-Implications of Being a Smaller Reporting Company." Investing in our securities involves risks. See "Risk Factors" beginning on page 9 of this prospectus to read about factors youshould consider before buying our securities. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is May 29, 2025 THE OFFERING6SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION7RISK FACTORS9DIVIDEND POLICY42USE OF PROCEEDS43MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS44OUR BUSINESS51MANAGEMENT89SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT113RELATED PARTY TRANSACTIONS115DESCRIPTION OF SECURITIES117CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS124SELLING SHAREHOLDER136PLAN OF DISTRIBUTION138EXPERTS AND LEGAL MATTERS140ENFORCEMENT OF CIVIL LIABILITIES141WHERE YOU CAN FIND MORE INFORMATION141INDEX TO FINANCIAL STATEMENTSF-1 Neither we nor the Selling Shareholder have authorized anyone to provide any information or to make any representationsother than the information contained in this prospectus, any amendment or supplement to this prospectus or in any free writingprospectus prepared by or on behalf of us or to which we may have referred you. We and the Selling Shareholder take no responsibilityfor, and can provide no assurance as to the reliability of, any other infor