medicus pharma ltd美股招股说明书(2025-12-05版)

PROSPECTUS SUPPLEMENT NO. 1(to prospectus dated effective December 4, 2025) Medicus Pharma Ltd. Up to 2,680,000 Common Shares This prospectus supplement amends and supplements the prospectus dated effective December 4, 2025, as supplemented or amendedfrom time to time (the "Prospectus"), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-291651). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference inthe Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Our common shares are listed on The Nasdaq Capital Market ("Nasdaq") under the symbol "MDCX". OnDecember 3, 2025, the lastreported sales price of the common shares was $1.73. 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 describedunder the heading "Risk Factors" beginning on page 9 of the Prospectus, and under similar headings in any amendment or 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 the The date of this prospectus supplement is December 4, 2025. UNITED STATES 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):November 28, 2025 98-1778211(IRS Employer Ontario(State or other jurisdictionof incorporation) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder 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)) 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 the Securities 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). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. Resignation of Chief Financial Officer Effective on November 28, 2025, James Quinlan, Chief Financial Officer of Medicus Pharma Ltd. (the "Company"), resignedas an officer and an employee of the Company. Mr. Quinlan had been on a medical leave of absence since September 12, 2025. Appointment of Chief Financial Officer Effective on December 1, 2025, Carolyn Bonner, President of the Company as well as Acting Chief Financial Officer of theCompany since September 12, 2025 in Mr. Quinlan's absence, was appointed as Chief Financial Officer of the Company. Ms. Bonner Prior to joining the Company, Ms. Bonner, 41, was thePresident & Chief Executive Officer of Parkway ClinicalLaboratories, Inc. (2019-2023), a CAP-accredited specialty laboratory with business operations in the United States and United ArabEmirates. Prior to that, she held roles in business development and corporate development at Rosetta Genomics Ltd., a Nasdaq listedmolecular diagnostics company, and Inform Diagnostics, Inc. (formerly Lakewood Pathology), where she began her career in 2006. In connection with Ms. Bonner's appointment as Chief Financial Officer and continued service as President, the Companyentered into an amended and restated employment agreement with Ms. Bonner with an effective date of December 1, 2025, for a termof five years unless mutually agreed otherwise (the "Agreement"). Pursuant to the Agreement, Ms. Bonner will receive an annual basesalary of $395,000 and will be eligible to participate in the Company's annual discretionary bonus plan at target levels of up to (i) 60%of her base salary in he