Medicus Pharma Ltd美股招股说明书(2026-04-30版)

PROSPECTUS SUPPLEMENT NO. 2(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 Amendment No. 1 to our Annual Report on Form 10-K (the "Form 10-K/A"), filedwith the Securities and Exchange Commission on April 29, 2026. Accordingly, we have attached the Form 10-K/A to this prospectussupplement. 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 April 28, 2026, thelast reported sales prices of the common shares and Public Warrants were $0.30 and $0.7199, 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 April 29, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-K/A(Amendment No. 1) (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to _____Commission File Number001-42408 MEDICUS PHARMA LTD.(Exact name of Registrant as specified in its Charter) 98-1778211(I.R.S. EmployerIdentification No.) Ontario, Canada(State or other jurisdiction of incorporation or organization) 300 Conshohocken State Rd., Suite 200W. Conshohocken,PA19428(Address of principal executive offices and zip code)Registrant's telephone number, including area code:(610)636-0184Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the Registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,""smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. Accelerated filer☐ Large accelerated filer☐ Smaller reporting company☒ Non-accelerated filer☒ Emerging growth company☒ If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pu