SEC Form 424B3 filed by Medicus Pharma Ltd.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-287582
PROSPECTUS SUPPLEMENT NO. 18
(to prospectus dated May 29, 2025)
Medicus Pharma Ltd.
Up to 3,710,000 Common Shares
This prospectus supplement amends and supplements the prospectus dated May 29, 2025, as supplemented or amended from time to time (the "Prospectus"), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-287582). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 30, 2025 (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 be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our common shares are listed on The Nasdaq Capital Market ("Nasdaq") under the symbol "MDCX". On December 29, 2025, the last reported sales price of the common shares was $1.46.
We are an "emerging growth company" under applicable Securities and Exchange Commission rules and are eligible for reduced public company disclosure requirements.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading "Risk Factors" beginning on page 9 of the Prospectus, and under similar headings in any amendment or supplements to the Prospectus.
None of the Securities and Exchange Commission, any state securities commission or the securities commission of any Canadian province or territory has approved or disapproved of the securities offered by this prospectus supplement or the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 30, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 2025
MEDICUS PHARMA LTD.
(Exact name of registrant as specified in its charter)
| Ontario | 001-42408 | 98-1778211 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
300 Conshohocken State Road, Suite 200
Conshohocken, 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 registrant under 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:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Common shares, no par value | MDCX | NASDAQ Capital Market | ||
| Warrants, each exercisable for one common share at an exercise price of $4.64 per share | MDCXW | NASDAQ Capital Market |
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 for complying 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.
On December 29, 2025, Medicus Pharma Ltd. (the "Company") entered into an Equity Distribution Agreement (the "Agreement") with Maxim Group LLC ("Maxim") and Yorkville Securities, LLC ("Yorkville Securities" and together with Maxim, the "Agents") to create an at-the-market equity program. Under the Agreement, the Company may offer and sell its common shares, no par value (the "Shares"), from time to time having an aggregate offering amount of up to $15,349,674 during the term of the Agreement through Maxim or Yorkville Securities, as sales agents. The Company has agreed to pay the Agents a commission equal to 3.0% of the gross sales price from the sales of Shares pursuant to the Agreement. In addition, subject to limitations, the Company has agreed to reimburse the Agents for their reasonable and documented costs and out-of-pocket expenses incurred in connection with their services, including the fees and out-of-pocket expenses of their legal counsel.
Sales of the Shares, if any, under the Agreement may be made through any method permitted by law to be "at-the-market equity offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales directly on The Nasdaq Capital Market, at market prices or as otherwise agreed with the Agents. The Company has no obligation to sell any of the Shares under the Agreement and no assurance can be given that the Company will sell any Shares under the Agreement, or if it does, as to the price or amount of Shares that the Company will sell, or the dates on which any such sales will take place. The offering of Shares pursuant to the Agreement will terminate on the sale, pursuant to the Agreement, of Shares having an aggregate offering price of $15,349,674 or by the Company or the Agents in the other circumstances described in the Agreement.
The Shares will be issued pursuant to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission ("SEC") on December 29, 2025 (the "Registration Statement") and the prospectus relating to the offer and sale of the Shares that forms a part of the Registration Statement, following such time as the Registration Statement is declared effective by the SEC. The Shares may not be sold, and offers to buy may not be accepted, prior to the time the Registration Statement becomes effective.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 | Equity Distribution Agreement, dated as December 29, 2025, among Medicus Pharma Ltd., Maxim Group LLC and Yorkville Securities, LLC (incorporated by reference to Exhibit 1.1 of the Company's registration statement on Form S-3, filed with the SEC on December 29, 2025). |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
Forward-Looking Statements
Certain information in this report constitutes "forward-looking information" under applicable securities laws. "Forward-looking information" is defined as disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes, without limitation, statements regarding the SEC declaring the registration statement on form S-3 effective and sales being made pursuant to the Agreement, if any. Forward-looking statements are often but not always, identified by the use of such terms as "may", "on track", "aim", "might", "will", "will likely result", "could," "designed," "would", "should", "estimate", "plan", "project", "forecast", "intend", "expect", "anticipate", "believe", "seek", "continue", "target", "potential" or the negative and/or inverse of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including those risk factors described in the Company's annual report on form 10-K for the year ended December 31, 2024 (the "Annual Report"), and in the Company's other public filings on EDGAR and SEDAR+, which may impact, among other things, the trading price and liquidity of the Company's common shares. Forward-looking statements contained in this report are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof and thus are subject to change thereafter. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
MEDICUS PHARMA LTD.
| By: | /s/ Raza Bokhari |
| Name: | Dr. Raza Bokhari |
| Title: | Executive Chairman and Chief Executive Officer |
Dated: December 30, 2025