Medicus Pharma Ltd美股招股说明书(2025-09-18版)

PROSPECTUS SUPPLEMENT NO. 16(to prospectus dated April 10, 2025) Medicus Pharma Ltd. 1,115,500 Common Shares Issuable upon the Exercise of Warrants Thisprospectus supplement amends and supplements the prospectus dated effective April 10,2025,assupplementedor amended from time to time(the"Prospectus"),which forms a part of our RegistrationStatement on Form S-1 (Registration Statement No. 333-279771). This prospectus supplement is being filed toupdate and supplement the information included or incorporated by reference in the Prospectus with theinformation contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission onSeptember18,2025(the"Form 8-K").Accordingly,we have attached the Form 8-K to this prospectussupplement. This prospectus supplement updates and supplements the information in the Prospectus and is not completewithout,and may not be delivered or utilized except in combination with,the Prospectus,including anyamendments or supplements thereto. This prospectus supplement should be read in conjunction with theProspectus and if there is any inconsistency between the information in the Prospectus and this prospectussupplement, 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"PublicWarrants"),are listed on The Nasdaq Capital Market("Nasdaq")under the symbols"MDCX"and"MDCXW," respectively. On September 17, 2025, the last reported sales prices of the common shares and PublicWarrants were $2.41 and $0.81, respectively. We are an "emerging growth company" under applicable Securities and Exchange Commission rules andare eligible for reduced public company disclosure requirements. Investingin our securities involves a high degree of risk.You should review carefully the risks anduncertainties described under the heading "Risk Factors" beginning on page 10 of the Prospectus, andunder similar headings in any amendment or supplements to the Prospectus. Noneof the Securities and Exchange Commission,any state securities commission or the securitiescommission of any Canadian province or territory has approved or disapproved of the securities offered bythisprospectus supplement or the Prospectus or determined if the Prospectus or this prospectussupplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is September 18, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549___________________________ FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):September 17, 2025 MEDICUS PHARMA LTD.(Exact name of registrant as specified in its charter) 001-42408(CommissionFile Number) 98-1778211(IRS EmployerIdentification No.) Ontario(State or other jurisdictionof incorporation) 300 Conshohocken State Road, Suite 200Conshohocken, Pennsylvania, United States 19428(Address of principal executive offices) (ZIP Code) Registrant’s telephone number, including area code:(610) 540-7515 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligationof the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company☑ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.☐ Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement and Debenture On September 17, 2025, Medicus Pharma Ltd., a company incorporated under the laws of the Province ofOntario, Canada (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement")with YA II PN, Ltd. ("Yorkville"), in connection with the issuance and sale by the Company of a debenture (the"Debenture") in the principal amount of $8,000,000 (the "Subscription Amount"). Yorkville purchased and theCompany issued the Debenture upon the signing of the Purchase Agreement.Net proceeds to the Companyfrom the issuance of the Debenture were approximately $5.7 milli