Medicus Pharma Ltd 美股招股说明书（2026-04-27版）

PROSPECTUS SUPPLEMENT NO. 1(to prospectus dated effective March 27, 2026) Medicus Pharma Ltd. 3,245,595 Common Shares Issuable upon the Exercise of Warrants This prospectus supplement amends and supplements the prospectus dated effective March 27, 2026, as supplemented or amendedfrom time to time (the "Prospectus"), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-287599). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in 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 prospectus 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 April 23, 2026, thelast reported sales prices of the common shares and Public Warrants were $0.3321 and $0.2901, 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 describedunder the heading "Risk Factors" beginning on page 7 of the Prospectus, and under similar headings in any amendment orsupplements to the Prospectus. 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 April 24, 2026. UNITED STATES Washington, D.C. 20549___________________________ FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):April 21, 2026 MEDICUS PHARMA LTD. (Exact name of registrant as specified in its charter) 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 ☐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: 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 1.01 Entry into a Material Definitive Agreement. As previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC")on December 30, 2025, Medicus Pharma Ltd. (the "Company") entered into an Equity Distribution Agreement (the "Agreement") withMaxim Group LLC ("Maxim") and Yorkville Securities, LLC ("Yorkville Securities", and together with Maxim, the "Agents"). OnApril 23, 2026, the Company and the Agentsentered into Amendment No. 1 to the Agreement (the "First Amendment", and togetherwith the Agreement, the "Amended Agreement"), pursuant to which the Company increased the size of the aggregate offering amountfrom $15,349,674 to up to $50,000,000 (the "ATM Upsize"). Pursuant to the terms of the Amended Agreement, the Company may sellfrom time to time through the Agents its common shares, no par value (the "Shares"), for an aggregate offering amount of up to In connection with the execution of the First Amendment, the Company filed, on April 23, 2026, a prospectus supplement tothe Company's shelf registration statement on Form S-3 (Registration No. 333-292475) registering the ATM Upsize. The foregoing descriptions of the Agreement and the First Amendment do not purport to be complete and are qualified intheir entirety by reference to the full text of the Agreement a copy of which was filed as Exhibit 10.1 to the Company's Current Report Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 21, 2026, the Company received written notice (the "Notice") from the Listing Qualifications Department of theNasdaq Stock Market LLC ("Nasdaq"), notifying the Company that the closing bid price for the Company's Shares had been below$1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the mi