Medicus Pharma Ltd美股招股说明书(2025-06-03版)

This prospectus supplement amends and supplements the prospectus dated May 29, 2025, as supplemented or amended from time totime (the "Prospectus"), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-287599). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectuswith the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2025 (the "Form 8-K"). Accordingly, we have attached the Form 8-K to this prospectus supplement. supplement 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 30, 2025, thelast reported sales prices of the common shares and Public Warrants were $2.55 and $0.80, 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 described 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 June 2, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSION ___________________________FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 MEDICUS PHARMA LTD.(Exact name of registrant as specified in its charter) File Number)300 Conshohocken State Road, Suite 200 and one warrant to purchase one common share, at a price of $3.10 per unit (the "Offering"). Each warrant is immediately exercisablefor one of our common shares at an exercise price of $3.10 per share and will expire five years from the date of issuance. Inconnection with the Offering, the Company entered into a subscription agreement (the "Subscription Agreements") with a certaininvestor (the "Investor"). Offering to fund its Phase 2 proof of concept clinical trial for treatment of basal cell carcinoma using its doxorubicin tip loadeddissolvable microarray needle skinpatch. The Company may also use the net proceeds of the Offering to expand its exploratory phase2 clinical trial to a pivotal trial and/or to expand its trials to cover other non-melanoma skin diseases. The Company expects to use anyremaining net proceeds for general corporate purposes and working capital. Pursuant to the terms of the Placement Agency Agreement, the Company has agreed to pay the Placement Agents a cash feeof 7.5% of the aggregate gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent for certain obligations of the parties.The Subscription Agreement contains customary representations, warranties, and agreements by the Company and theInvestor, customary conditions to closing, and customary indemnification obligations of the Investor. On June 2, 2025, the Company entered into a warrant agency agreement (the "Warrant Agency Agreement") with OdysseyTransfer and Trust Company ("Odyssey"), pursuant to which Odyssey will act as warrant agent with respect to the warrants issued by The foregoing descriptions of the Placement Agency Agreement, the Subscription Agreement, the warrants and the WarrantAgency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents,copies of which are filed as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein Item 3.02. Unregistered Sales of Equity Securities.The information contained above in Item 1.01 is incorporated herein by reference. On May 29, 2025, the Company issued a press release announcing the pricing of the Offering and on June 2, 2025, the Company issued a press release announcing the closing of the Offering. Copies of the press releases are attached hereto as Exhibits99.1 and 99.2, respectively, and incorporated by reference herein. As previously disclosed in that certain Current Report on Form 8-K filed by the Company on May 5, 2025, the Company entered into a securities purchase agreement (the "Purchase Agreement") with YA II PN, Ltd. ("Yorkville") on May 2, 2025, inconnection with the issuance and sale by the Company o