Medicus Pharma Ltd 2024年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR For the transition period from ___ to _____Commission File Number001-42408 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period 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, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company", and "emerging growth company" inRule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES☐NO☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ The aggregate market value of the Registrant's common shares outstanding, other than shares held by persons who may be deemed affiliates of theRegistrant, at June 30, 2024, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $11.2 million, based onthe TSX Venture Exchange closing price for such shares on June 28, 2024 and an exchange rate of C$1.00 to $0.7306 as quoted by the Bank of Canada on June28, 2024. For purposes of this computation, all officers, directors and holders of more than 10% of our common shares have been excluded in that such personsmay be deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors and holders are, in fact, affiliates of theregistrant. As of March 18, 2025, there were 13,414,801 common shares, no par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Annual Report, to the extent not set forth herein, is incorporated herein by reference from the registrant'sdefinitive proxy statement relating to the Annual Meeting of Shareholders to be held in 2025, which definitive proxy statement shall be filed with the Securitiesand Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report relates, unless such definitive proxy statement is not filedprior to 120 days after the end of the fiscal year to which this Annual Report relates, in which case the information relating to this item will be filed byamendment to this Annual Report. TABLE OF CONTENTS Item 10. Directors, Executive Officers and Corporate Governance.86Item 11. Executive Compensation.86Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.86Item 13. Certain Relationships and Related Transactions, and Director Independence.86Item 14. Principal Accountant Fees and Services.86 Item 15. Exhibits, Financial Statement Schedules86Item 16. Form 10-K Summary.88 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report includes, and oral statements made from time to time by representatives of the Company may include, forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, asamended (the "E