Medicus Pharma Ltd美国招股说明书（2025年6月3日版）

PROSPECTUS SUPPLEMENT NO. 1(to prospectus dated May 29, 2025) Medicus Pharma Ltd. 2,260,000 Common Shares Issuable upon the Exercise of Warrants 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). Thisprospectus 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 June 2, 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 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 May 30, 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 describedunder the heading "Risk Factors" beginning on page 10 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 June 2, 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):May 29, 2025 MEDICUS PHARMA LTD. (Exact name of registrant as specified in its charter) 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)) Item 1.01. Entry into a Material Definitive Agreement. On May 29, 2025, Medicus Pharma Ltd. ("Medicus" or the "Company") entered into a Placement Agency Agreement (the"Placement Agency Agreement") with Maxim Group LLC, as representative of the placement agents named therein (the "PlacementAgents"), relating to a public offering of 2,260,000 units, each unit consisting of one common share, no par value, of the Company,and one warrant to purchase one common share, at a price of $3.10 per unit (the "Offering"). Each warrant is immediately exercisablefor one of our common shares at an exercise price of $3.10 per share and will expire five years from the date of issuance. In The aggregate gross proceeds to the Company from the Offering, which closed on June 2, 2025, were $7,006,000, beforededucting placement agent fees and other estimated offering expenses. The Company expects to use the net proceeds from theOffering to fund its Phase 2 proof of concept clinical trial for treatment of basal cell carcinoma using its doxorubicin tip loadeddissolvable microarray needle skinpatch. The Company may also use the net proceeds of the Offering to expand its exploratory phase The units were offered pursuant to the Company's Registration Statement on Form S-1 (the "Registration Statement"),initially filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Pursuant to the terms of the Placement Agency Agreement, the Company has agreed to pay the Placement Agents a cash feeof 7.5% of the aggregate gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent for certain The Subscription Agreement contains customary representations, warranties, and agreements by the Company and theInvestor, customary conditions to closing, and customary indemnification obligations of the Investor. On June 2, 2025, the Company entered into a warrant agency agreement (the "Warrant Agency Agreement") with OdysseyTransfer and Trust Com