Medicus Pharma Ltd美股招股说明书(2025-07-14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 July 14, 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 July 11, 2025, the 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 July 14, 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 The New Warrants, which will be issued in two series, each containing 50% of the New Warrants, will have an exercise priceof $3.75 per Common Share, will be exercisable following the date of issuance and will expire on the five-year anniversary of such Warrants, in the event of certain fundamental transactions, the holders of the New Warrants will be entitled to receive consideration inan amount equal to the Black Scholes value of the New Warrants on the date of consummation of the transaction. trials, working capital and general corporate purposes, which includes costs associated with the Company's agreement to acquireAntev Limited. The Company agreed in the Agreement to file a registration statement on Form S-1 with the Securities and ExchangeCommission (the "SEC") providing for the resale of the New Warrant Shares as soon as practicable, and in any event within one- hundred and twenty (120) calendar days of the date of the Agreement (the "Initial Filing Date), and to use commercially reasonableefforts to have such registration statement declared effective by the SEC on or prior to the thirtieth (30) calendar day after the Initial Filing Date. Pursuant to the Agreement, the Company shall use commercially reasonable efforts to keep such registration statementeffective at all times until the original holder of the New Warrants may sell its New Warrant Shares without volume or manner of salelimitation under Rule 144. The disclosure regarding the Existing Warrants, New Warrants and the New Warrant Shares set forth under Item 1.01 isincorporated by reference into this Item 3.02. The Company expects to issue the New Warrants in reliance on the exemption from theregistration requirements of the Securities Act, provided by Section 4(a)(2) under the Securities Act in a transaction not involving apublic offering. Neither the New Warrants nor the New Warrant Shares have been registered under the Securities Act, and such In addition, on July 9, 2025 and July 14, 2025, pursuant to the previously disclosed Standby Equity Purchase Agreement (the"SEPA") dated February 10, 2025 between Medicus Pharma Ltd. (the "Company") and YA II PN, Ltd. ("Yorkville"), the Companysold 155,000 Common Shares to Yorkville for approximately $3.2841 per share, or approximately $509,000 in consideration and335,000Common Shares to Yorkville for approximately$3.0216 per share,or approximately$1,012,000 in consideration,respectively (together, the "SEPA Advances"). The Company sold, in the aggregate, 490,000 Common Shares to Yorkville through theSEPA Advances and received aggregate net proceeds of approximately $1,521,000. The Company may cause Yorkville to purchaseadditional Common Shares under the SEPA from time to time, subject to the satisfaction or waiver of the conditions and limitations setforth in the SEPA. The Company intends to