Medicus Pharma Ltd美股招股说明书(2026-06-04版)

PROSPECTUS SUPPLEMENT NO. 5(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 inthe Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commissionon June 4, 2026 (the "Form 8-K"). Accordingly, we have attached the Form 8-K to this prospectus supplement. 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 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 June 3, 2026, thelast reported sales prices of the common shares and Public Warrants were $0.3576 and $0.50, 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 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 June 4, 2026. 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): June 3, 2026 MEDICUS PHARMA LTD.(Exact name of registrant as specified in its charter) 001-42408(CommissionFile Number) Ontario(State or other jurisdictionof incorporation) 98-1778211 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 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)) ☐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 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). Emerging growth company☑ 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 5.07. Submission of Matters to a Vote of Security Holders. (a) Annual and Special Meeting. On June 3, 2026, Medicus Pharma Ltd. (the "Company") held its 2026 Annual General and SpecialMeeting of Shareholders (the "Meeting"). The matters voted upon at the Meeting and the final results of such voting are set forthbelow. A more complete description of each proposal is set forth in the Company's definitive proxy statement filed with the Securitiesand Exchange Commission on May 4, 2026. (b) Matters Voted Upon; Voting Results. The following matters were submitted for a vote of the Company's shareholders. Proposal 1. Shareholders ratified the appointment of KPMG LLP as the Company's ind