SEC Form POS AM filed by Medicus Pharma Ltd.

As filed with the Securities and Exchange Commission on March 25, 2026.

Registration No. 333-290586

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 1
to
FORM S-1 ON FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Medicus Pharma Ltd.
(Exact name of registrant as specified in its charter)

300 Conshohocken State Rd., Suite 200

W. Conshohocken, PA 19428

Telephone: (610) 636-0184

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Dr. Raza Bokhari
Medicus Pharma Inc.

300 Conshohocken State Road, Suite 200

Conshohocken, PA 19428

Telephone (610) 540-7515

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Christopher J. Cummings
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY
10019-6064
Telephone: (212) 373-3000
Facsimile: (212) 757-3990

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller 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.

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 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

On September 29, 2025, Medicus Pharma Ltd. (the "Company," "we," "us," and "our") filed a registration statement with the Securities and Exchange Commission (the "SEC"), on Form S-1 (File No. 333- 290586), which was declared effective by the SEC on November 14, 2025 (the "Initial Registration Statement"). The Initial Registration Statement registered the sale from time to time of up to 1,397,184 common shares of the Company, no par value by the selling shareholders identified in the prospectus forming part of the Initial Registration Statement.

This post-effective amendment No. 1 to Form S-1 on Form S-3 ("Post-Effective Amendment No. 1") is being filed to (i) convert the Initial Registration Statement, as amended by Post-Effective Amendment No. 1, into a registration statement on Form S-3 and (ii) update the prospectus relating to the securities that were registered under the Initial Registration Statement, including by incorporating by reference the information contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 25, 2026. No additional securities are being registered under this post-effective amendment and all applicable registration and filing fees were paid in connection with prior filings of the Initial Registration Statement.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated March 25, 2026

Prospectus

Up to 1,397,184 Common Shares

Medicus Pharma Ltd.

This prospectus relates to the sale from time to time of up to 1,397,184 common shares of Medicus Pharma Ltd. (the "Company"), no par value (the "common shares") by the selling shareholders identified in this prospectus (the "Selling Shareholders").

On August 29, 2025, the Company completed its previously announced acquisition of Antev Limited ("Antev") pursuant to that certain definitive securities exchange agreement, dated as of June 29, 2025 (as amended, the "Definitive Agreement"), by and among the Company, Antev and certain securityholders of Antev (the "Antev Vendors"), pursuant to which the Company acquired 98.6% of the issued and outstanding shares of Antev for aggregate consideration consisting of approximately $2.97 million in cash and 1,603,164 common shares of the Company (the "Consideration Shares") (the "Antev Transaction"). Certain of the Consideration Shares are the securities registered under the registration statement of which this prospectus forms a part.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our common shares by the Selling Shareholders. Information regarding the Selling Shareholders, the number of common shares that may be sold by them and the times and manner in which they may offer and sell the common shares under this prospectus is provided under the sections titled "Selling Shareholders" and "Plan of Distribution" on pages 13 and 19, respectively, of this prospectus. We have not been informed by the Selling Shareholders that they intend to sell their common shares offered by this prospectus and do not know when or in what amounts, if any, the Selling Shareholders may offer the common shares for sale. The Selling Shareholders may sell any, all, or none of the common shares offered by this prospectus.

Neither the Company nor any Selling Shareholders have any current arrangements nor have entered into any agreements with any underwriters, broker-dealers or selling agents for the sale of the common shares hereby registered..

______________________________

Our common shares and public 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.

The closing prices of our common shares and Public Warrants on Nasdaq on March 24, 2026 were $0.49 and $0.57, respectively.

We are an "emerging growth company" and a "smaller reporting company" under applicable U.S. Securities and Exchange Commission ("SEC") rules and will be eligible for reduced public company disclosure requirements. See "Prospectus Summary-Implications of Being an Emerging Growth Company" and "Prospectus Summary-Implications of Being a Smaller Reporting Company."

______________________________

Investing in our securities involves risks. See "Risk Factors" beginning on page 8 of this prospectus to read about factors you should consider before buying our securities.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                            , 2026.

TABLE OF CONTENTS

Page

 i 

ABOUT THIS PROSPECTUS

This prospectus is part of the registration statement that we filed with the SEC pursuant to which the Selling Shareholders named herein may, from time to time, offer and sell or otherwise dispose of the common shares covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.

You should read both this prospectus as well as the information contained in the documents incorporated by reference herein and the additional information described in this prospectus under the headings "Where You Can Find More Information" and "Information Incorporated by Reference" before investing in our common shares. These documents contain important information that you should consider when making your investment decision. This prospectus describes the terms of this offering of common shares and also adds to and updates information contained in the documents incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus or any document incorporated by reference herein filed prior to the date of this prospectus, you should rely on the information in this prospectus; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date - for example, a document incorporated by reference in this prospectus - the statement in the document having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained or incorporated herein by reference in this prospectus. We have not authorized any other person to provide you with any information that is different. If anyone provides you with different, additional or inconsistent information, you should not rely on it.

Our securities are being offered only in jurisdictions where offers and sales are permitted. The distribution of this prospectus and the offering of the securities in certain jurisdictions may be restricted by law. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in the prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

In this prospectus, unless otherwise indicated or the context otherwise requires, references to "we," "us," "our," the "Company" and "Medicus" refer to the consolidated operations of Medicus Pharma Ltd. and its subsidiaries.

We have authorized only the information contained or incorporated by reference in this prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with information that is different. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. The information contained in or incorporated by reference in this document is accurate only as of the date such information was issued, regardless of the time of delivery of this prospectus or the date of any sale of our common shares.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This prospectus, including the information incorporated by reference herein, contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus and documents incorporated by reference in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of them by, any other companies.

MARKET, INDUSTRY AND OTHER DATA

This prospectus, including the information incorporated by reference herein, contains estimates, projections and other information concerning our industry, our business, and the markets for certain products and services, including data regarding the estimated size of those markets and their projected growth rates. Information that is based on estimates, forecasts, projections or similar methodologies is based on a number of assumptions and is inherently subject to uncertainties, including those described in "Risk Factors" and elsewhere in this prospectus and documents incorporated by reference in this prospectus, and actual events or circumstances may differ materially from events and circumstances reflected in this information. You are cautioned not to give undue weight to such estimates, projections and other information.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such 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. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included or incorporated by reference in this prospectus. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in this prospectus and in the documents incorporated by reference herein.

The forward-looking statements included or incorporated by reference in this prospectus include, but are not limited to, statements about:

• our financial results, including our ability to continue as a going concern, generate earnings and achieve and sustain profitability, which may vary significantly from forecasts and from period to period;

• the progress, timing and completion of our research, development and preclinical studies and clinical trials for our products and product candidates, and any progress or developments regarding the regulatory approvals sought and process related thereto;

• our ability to successfully integrate Antev (as defined herein) into our business and operations, successfully develop Teverelix (as defined herein) and realize the benefits currently anticipated from the transaction;

• our ability to market, commercialize, achieve market acceptance for and sell our products and product candidates and the potential market opportunities related thereto;

• our ability to develop, manage and maintain our direct sales and marketing organizations;

• our estimates regarding anticipated operating losses, future revenues, capital requirements and our needs for additional financing;

• market risks regarding consolidation in the healthcare, pharmaceutical and biotech/life sciences industry;

• the willingness of healthcare providers to purchase our products if coverage, reimbursement and pricing from third party payors for procedures using our products significantly declines;

• our ability to adequately protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;

• the market price of our securities may be volatile and fluctuate substantially, which could cause the value of your investment to decline;

• the fact that product quality issues or product defects may harm our business;

• any product liability claims; and

• the regulatory, legal and certain operating risks that our operations subject us to.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus and in the documents incorporated by reference herein, particularly the factors described in the "Risk Factors" section of this prospectus and the factors under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"), incorporated by reference herein, that could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

You should read this prospectus and the documents incorporated by reference herein, completely and with the understanding that our actual future results may be materially different from what we expect. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about us, including those listed in the section of this prospectus entitled "Risk Factors", in the section entitled "Risk Factors" in our Annual Report and in our other filings which are incorporated by reference herein.

Any forward-looking statement made by us is based on information available to us at the time of such statement and speaks only as of the date on which it was made. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and in the documents we incorporate by reference herein. This summary does not contain all of the information you should consider before investing in our common shares. You should read this entire prospectus carefully, especially the risks of investing in our common shares discussed under "Risk Factors" beginning on page 8 of this prospectus and under similar sections of the other periodic reports incorporated herein by reference. See "Where You Can Find More Information" and "Information Incorporated by Reference."

The Company

We are a biotech/life sciences company focused on advancing the clinical development programs of novel and potentially disruptive therapeutics assets. Currently, we are  developing two products, SkinJect^TM ("SkinJect^TM"), with an indication for basal cell carcinoma, and Teverelix trifluoroacetate ("Teverelix", and together with SkinJect^TM, the "Products").

Through our wholly owned subsidiary, SkinJect Inc. ("SkinJect"), we are focused on the development of our in-licensed drug device combination product using novel dissolvable microneedle arrays for the treatment of non-melanoma skin cancers, especially Basal Cell Carcinoma ("BCC"), and Gorlin Syndrome, a rare autosomal dominant disease also called nevoid BCC syndrome.

Prior to the Company's acquisition of SkinJect, our business was undertaken by SkinJect as a stand-alone entity. References to our business as conducted at a date prior to the completion of the Business Combination (as defined below) relate to the business undertakings of SkinJect. For information on the Business Combination, see "Corporate History and Information."

On August 29, 2025, we completed the acquisition of 98.6% of the issued and outstanding shares of Antev Limited ("Antev"), a clinical stage biotech company, developing Teverelix, a next generation a next generation gonadotrophin-releasing hormone ("GnRH") antagonist, potentially as a first in market product for advanced prostate cancer patients with high cardiovascular risk and patients with acute urinary retention relapse ("AUR") episodes due to enlarged prostate.

Antev's flagship drug candidate is Teverelix, a long-acting GnRH antagonist. Unlike GnRH agonists, which can cause an initial surge in testosterone levels, Teverelix directly suppresses sex hormone production without this surge, potentially reducing cardiovascular risks. This mechanism is particularly beneficial for patients with existing cardiovascular conditions. Teverelix is formulated as a microcrystalline suspension, allowing for sustained release and a six-week dosing interval, which may improve patient compliance and outcomes.

We are subject to significant risks and uncertainties, including those related to our limited operating history, our lack of historical earnings, and the fact that the Products are novel technologies for which regulatory approval might not be achieved. For more information, see "Risk Factors."

Our Strategy

Our principal strategy is to advance the clinical development programs of the Products. We also seek to opportunistically identify, evaluate and acquire accretive assets, properties or businesses.

Our Strengths

Our key competitive strengths include:

• A senior management team, led by Dr. Raza Bokhari, that has deep experience in medicine and pharmaceutical science as well as a proven track record in business development and entrepreneurship.

• Successful completion of a Phase 1 study of SkinJect^TM and Phase 2 study topline results.

• Potential to treat a range of other common non-melanoma skin cancers as well as pre-cancerous lesions.

• Potential to expand our Skinject Phase 2 IND to treat Gorlin Syndrome patients, an autosomal rare dominant disease.

• Potential for Teverelix to be a first in market product for cardiovascular high-risk prostate cancer patients and patients with first AUR episodes due to enlarged prostate.

Corporate Structure

An organizational chart showing our basic corporate structure is set forth below (SkinJect and Medicus Pharma Inc. are 100% owned and Antev is 98.6% owned by Medicus Pharma Ltd.):

Corporate History and Information

Our company (formerly, Interactive Capital Partners Corporation) was incorporated pursuant to the Business Corporations Act (Ontario) on April 30, 2008 under the name Interactive Capital Partners Corporation.

On September 29, 2023, the Company completed a business combination (the "Business Combination") with SkinJect, a company existing under the laws of Pennsylvania. The Business Combination was completed pursuant to a business combination agreement dated May 12, 2023, as amended, among the Company, SkinJect and RBx Capital, LP, an investment entity owned and managed by Dr. Raza Bokhari, and resulted in a reverse takeover of the Company by the former shareholders of SkinJect, with SkinJect becoming a wholly owned operating subsidiary of the Company, and the Company being renamed "Medicus Pharma Ltd."

On October 11, 2023, the Company's common shares commenced trading on the TSX Venture Exchange (the "TSXV"). On November 15, 2024, we completed our initial public offering in the United States and our common shares and our outstanding public warrants to purchase common shares, issued as a component of the units sold by the Company in its U.S. initial public offering with an exercise price of $4.64 and expiration date of November 15, 2029 (the "Public Warrants"), began trading on Nasdaq under the symbols "MDCX" and "MDCXW", respectively. Effective on February 21, 2025, the Company's common shares were voluntarily delisted from the TSXV. The common shares continue to be listed on Nasdaq.

On August 29, 2025, the Company completed the acquisition of 98.6% of the issued and outstanding shares of Antev, a company incorporated under the laws of England and Wales.

Our registered and head office is located at One First Canadian Place, 100 King Street West, Suite 3400, Toronto, Ontario M5X 1A4, Canada. Our principal executive office is located at 300 Conshohocken State Rd., Suite 200, W. Conshohocken, PA 19428. We also lease office space in Weybridge, U.K. to operate the business of our subsidiary Antev.

Our website address is www.medicuspharma.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase our securities.

Implications of Being an Emerging Growth Company

As a company with less than $1.235 billion in revenues during our last fiscal year, we qualify as an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As an emerging growth company we expect to take advantage of specified reduced reporting requirements that are otherwise applicable generally to public companies. These reduced reporting requirements include, but are not limited to:

• not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley Act");

• reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and

• an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or shareholder approval of any golden parachute arrangements.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a "large accelerated filer," our annual gross revenues exceed $1.235 billion or we issue more than $1 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. As an emerging growth company, we intend to take advantage of an extended transition period for complying with new or revised accounting standards as permitted by the JOBS Act. We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information in this prospectus and that we provide to our shareholders in the future may be different than what you might receive from other public reporting companies in which you hold equity interests.

Implications of Being a Smaller Reporting Company

Additionally, we are a "smaller reporting company," meaning that the market value of our common shares held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this transaction is less than $700 million and our annual revenue is less than $100 million during the most recently completed fiscal year. As such, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies, including, but not limited to, reduced disclosure obligations regarding executive compensation. We may continue to be a smaller reporting company as long as either (i) the market value of our common shares held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our common shares held by non-affiliates is less than $700 million.

THE OFFERING

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our securities. You should carefully read this entire prospectus before investing in our securities, including "Risk Factors" and our consolidated financial statements.

RISK FACTORS

Before you make a decision to invest in our securities, you should consider carefully the risks described below, together with other information in this prospectus and the information incorporated by reference herein, including any risk factors contained in our Annual Report, Quarterly Reports on Form 10-Q and other reports filed with the SEC. If any of the following events actually occur, our business, operating results, prospects or financial condition could be materially and adversely affected. This could cause the trading price of our common shares to decline and you may lose all or part of your investment. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete loss of your investment.

Risks Related to this Offering and to our Common Shares

We may experience fluctuations in market value.

The market price of publicly-traded securities is affected by many variables not directly related to our corporate performance, including the markets in which we are traded, the strength of the economy generally, the global economic situation and outlook, the availability and attractiveness of alternative investments, and the breadth of the public market for the securities. The effect of these and other factors on the market price of our securities in the future cannot be predicted.

Our securities could be subject to large price and volume volatility.

Market prices for the securities of biotechnology companies have historically been highly volatile. Our securities have and may continue to experience extreme price and volume volatility that may result in losses to shareholders. Accordingly, the trading price of our securities could be subject to wide fluctuations in response to a variety of factors including announcement of material events such as changes relating to new or improved technology, drug safety concerns and other general and industry-specific economic conditions.

Additionally, the securities markets in the United States have recently experienced a high level of price and volume volatility. It is expected that such fluctuations in volume and price will continue to occur which may make it difficult for a shareholder to sell our securities at a price equal to or above the price at which they were purchased.

Due to the relatively small size of our public float, our securities may experience extreme price volatility unrelated to our actual or expected operating performance, financial condition, or prospects, making it difficult for prospective investors to assess the rapidly changing value of our securities.

In addition to the risks described elsewhere in this prospectus, we may be subject to extreme volatility that is unrelated to the underlying performance of our business. We have a relatively small public float due to the ownership percentage of our executive officers, directors and significant shareholders. As a relatively small-capitalization company with a relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, our securities may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices. For example, since our initial public offering in November 2024 through March 17, 2026, our common shares have traded at a range with a high price of $8.94 on May 20, 2025 and a low price of $0.37 on March 6, 2026. Such volatility, including any stock run-up, may be unrelated to our actual or expected operating performance, financial condition, or prospects, making it difficult for prospective investors to assess the rapidly changing value of our securities.

In addition, if the trading volumes of our securities are low, persons buying or selling in relatively small quantities may easily influence prices of our securities. This low volume of trades could also cause the price of our securities to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our securities may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our securities. As a result of this volatility, investors may experience losses on their investment in our securities. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our securities will be sustained. If an active market in our securities is not sustained, holders of our securities may be unable to readily sell the securities they hold or may not be able to sell their securities at all.

Sales of a significant number of our common shares in the public markets, or the perception that such sales could occur, could depress the market price of our common shares.

Pursuant to this prospectus, the Selling Shareholders may sell up to 1,397,184 common shares from time to time. Further, pursuant to a standby equity purchase agreement dated February 10, 2025 (the "SEPA") with YA II PN, Ltd. ("Yorkville"), Yorkville may sell up to $15 million of our common shares. In addition, our ATM provides that we may sell up to $15.3 million of our common shares and we also have registration statement filed for the resale of approximately 4.0 common shares underlying certain of our private warrants. Further, subject to compliance with applicable securities laws, our officers, directors and significant shareholders may sell some or all of their common shares in the future. Sales of a substantial number of our common shares in the public markets, or the perception that such sales may occur,  could depress the market price of our common shares and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our common shares would have on the market price of our common shares.

We will need to raise additional financing in the future and our shareholders may experience substantial dilution in the value of their investment if we issue additional common shares.

To raise additional capital, we may in the future sell additional common shares or other securities convertible into or exchangeable for our common shares at prices that are lower than the prices paid by existing shareholders, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders, which could result in substantial dilution to the interests of existing shareholders. In addition, to the extent that outstanding warrants or options are exercised, new options or other equity awards are issued under our equity incentive plan, or we issue additional shares in the future, including pursuant to our SEPA and our ATM, shareholders may experience further dilution.

We have in the past, and may in the future, issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common shares as to distributions and in liquidation, which could negatively affect the value of our common shares.

We have in the past, and may in the future as well,  attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured or secured by up to all of our assets, or by issuing additional debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, guarantees, preferred shares, hybrid securities, or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive distributions of our available assets before distributions to the holders of our common shares. Because our decision to incur debt and issue securities in future offerings may be influenced by market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings or debt financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future.

If our common shares are delisted, market liquidity for our common shares could be severely affected and our shareholders' ability to sell their our common shares could be limited. A delisting of our common shares from Nasdaq would negatively affect the value of our common shares. A delisting of our common shares could also adversely affect our ability to obtain financing for our operations and could result in the loss of confidence in our Company.

We have no history of paying, and do not intend to pay, dividends on our common shares, so any returns will be substantially limited to the value of our common shares.

To date, we have not paid any dividends on our outstanding common shares. We currently intend to retain future earnings to finance the operation, development and expansion of our business. We do not anticipate paying cash dividends on our common shares in the foreseeable future. Any decision to pay dividends on our shares will be made at the discretion of our board of directors and will depend on our earnings, financial requirements and other conditions existing at such time. In addition, our ability to pay dividends is, and may in the future be, limited by our indebtedness and by covenants of any current or future indebtedness we incur. As a result, you may not receive any return on an investment in our common shares unless you sell our common shares for a price greater than that which you paid for it.

We may issue, without shareholder approval, preferred shares that have rights and preferences potentially superior to those of our common shares.

Our articles permit the issuance of an unlimited number of preferred shares (the "Medicus Preferred Shares") in one or more series. Medicus Preferred Shares are entitled to priority over our common shares with respect to the distribution of our assets in the event of any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary. Subject to any applicable regulatory approvals, our board of directors may set the rights and preferences of any series of Medicus Preferred Shares in its sole discretion without shareholder approval. The rights and preferences of those Medicus Preferred Shares may be superior to those of our common shares. Accordingly, the issuance of Medicus Preferred Shares may adversely affect the rights of holders of our common shares.

If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common shares, the price of our securities could decline.

The trading market for our securities could be influenced by research and reports that industry and/or securities analysts may publish about us, our business, the market or our competitors. We do not have any control over these analysts and cannot assure that such analysts will cover us or provide favorable coverage. If any of the analysts who may cover our business change their recommendation regarding our common shares adversely, or provide more favorable relative recommendations about our competitors, the share price would likely decline. If any analysts who may cover our business were to cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the share price or trading volume to decline.

USE OF PROCEEDS

This  prospectus relates to our common shares that may be offered and sold from time to time by the Selling Shareholders. All of the common shares offered by the Selling Shareholders pursuant to this prospectus will be sold by each Selling Shareholder for its own account. We will not receive any of the proceeds from these sales.

DESCRIPTION OF COMMON SHARES

Pursuant to this prospectus, the Selling Shareholders are offering up to 1,397,184 common shares. For information relating to the material terms of the Company's common shares, please see "Description of Share Capital" contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 25, 2026, and any amendment or report filed for the purpose of updating such description.

SELLING SHAREHOLDERS

On August 29, 2025, we consummated the Antev Transaction.

Other than as contractually restricted, the Selling Shareholders may offer and sell, from time to time, any or all of the common shares being offered for resale by this prospectus. See "Shares Eligible for Future Sale - Contractual Lock-Up Restrictions".

The term "Selling Shareholders" includes the shareholders listed in the table below and their permitted transferees.

The table below provides, as of the date of this prospectus, information regarding the beneficial ownership of our common shares of each Selling Shareholder, the number of common shares that may be sold by each Selling Shareholder under this prospectus and that each Selling Shareholder will beneficially own after this offering. We have based percentage ownership on 39,362,109 common shares outstanding as of March 17, 2025.

Because each Selling Shareholder may dispose of all, none or some portion of their common shares, no estimate can be given as to the number of common shares that will be beneficially owned by a Selling Shareholder upon termination of this offering. For purposes of the table below, however, we have assumed that after termination of this offering none of the common shares covered by this prospectus will be beneficially owned by the Selling Shareholder and further assumed that the Selling Shareholders will not acquire beneficial ownership of any additional common shares during the offering. In addition, the Selling Shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our common shares in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented.

We have determined beneficial ownership in accordance with the rules of the SEC. Unless otherwise indicated, the business address of each Selling Shareholder is 300 Conshohocken State Road, Suite 200, Conshohocken, Pennsylvania, United States 19428.

* Less than one percent.

(1) Assumes the sale of all common shares being offered pursuant to this prospectus.

(2) The business address of Chalemenza II ApS is Helsingevej 50A, Blistrup, Graested 3230, Denmark.

(3) The business address of Bar None Investments Ltd is c/o Open Skies Management Services Ltd, 2nd Floor Ebene House, 33 Cybercity MU, Ebene 72201, Mauritius

(4) The business address of Matos Invest ApS is Spurvevaenget 48, Skibby 4050, Denmark.

(5) The business address of Alistrathen ApS is Helsingevej 50A, Blistrup, Graested 3230, Denmark.

(6) The business address of Faerch & Doetre ApS is Noerrebrogade 58 3TV, Copenhagen N 2200, Denmark.

(7) The business address of Mats Invest AB is Skomakaregatan 4, Malmo S-211 34, Sweden.

(8) The business address of Klanatras A/S is Fridjof Nansens Plads 5 4th, Kobenhavn O 2100, Denmark.

(9) The business address of LMST Holding ApS is c/o Morten Tinggaard, Nyvej 18 5TV, Frederiksberg 1851, Denmark.

(10) The business address of JH Investment GmBH is Rotebuhlstrasse 121, Stuttgart 70197, Germany.

(11) The business address of Bulbus Invest ApS is Strandvej 9, Hadsund 9560, Denmark.

(12) The business address of Catomima Invest ApS is Skovvaenget 7, Koge 4600, Denmark.

(13) The business address of A&C Investments Midlands Limited is 93 Church Street, Bilston, West Midlands WV14 0BJ, United Kingdom.

(14) The business address of Melbye Invest AB is Sunnanvag 6H, Lund S-222 76, Sweden.

(15) The business address of CEAS Energy Holding ApS is NY Vestergade 17 1, Copenhagen K 1471, Denmark.

(16) The business address of Mazards Limited is 98 Lancaster Road, Newcastle under Lyme, Staffordshire ST5 1D2, United Kingdom.

(17) The business address for One-on-One APS is Zeuthens Alle 8, Hellerup 2900, Denmark.

(18) The business address for CMC Holdings ApS is c/o Cobis Ole, Maaloes Vej 3, Kobenhavn N 2200, Denmark.

(19) The business address of 4030 Holding ApS is Skaeppestien 31, Tune 4030, Denmark.

SHARES ELIGIBLE FOR FUTURE SALE

As of March 17, 2026, 39,362,109 common shares of the Company were outstanding. Upon the effectiveness of the initial registration statement in respect of the 1,397,184 common shares offered for sale hereby on November 14, 2025 (the "Initial Registration Statement"), such common shares were freely transferable except for (i) by any Selling Shareholders who are or have been "affiliates" of the Company (as defined by Rule 144 under the Securities Act) within ninety days and (ii) as contractually restricted. Such remaining contractual restrictions are described in further detail below.

Contractual Lock-Up Restrictions

Pursuant to the Definitive Agreement, the Selling Shareholders agreed to the below staggered lock-up restrictions:

(i) 15% of the Consideration Shares were automatically released on the day that was 30 days after the Initial Registration Statement was declared effective by the SEC;

(ii) 15% of the Consideration Shares were automatically released on the day that was 60 days after the Initial Registration Statement was declared effective by the SEC;

(iii) 15% of the Consideration Shares were automatically released on the day that was 90 days after the Initial Registration Statement was declared effective by the SEC;

(iv) 15% of the Consideration Shares were automatically released on the day that was 120 days after the Initial Registration Statement was declared effective by the SEC;

(v) 15% of the Consideration Shares will be automatically released on the day that is 150 days after the Initial Registration Statement was declared effective by the SEC;

(vi) 15% of the Consideration Shares will be automatically released on the day that is 180 days after the Initial Registration Statement was declared effective by the SEC; and

(vii) 10% of the Consideration Shares will be automatically released on the day that is 210 days after the Initial Registration Statement was declared effective by the SEC;

provided that any Consideration Shares that have not been released from the lock-up restriction in accordance with the foregoing on or before May 29, 2026, the nine-month anniversary of August 29, 2025, will be automatically released on such date.

The lock-up restrictions do not apply in connection with:

(i) transfers from a Selling Shareholder to their affiliates, family members, or any company, trust or other entity owned by or maintained for the benefit of such Selling Shareholder or any of its family members;

(ii) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of a Selling Shareholder;

(iii) pledges of the Consideration Shares as security for bona fide indebtedness of a Selling Shareholder; or

(iv) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of the Company common shares, including without limitation, a merger, arrangement or amalgamation, involving a change of control of the Company and provided that in the event the take-over or acquisition transaction is not completed, the Consideration Shares shall remain subject to the lock-up restrictions described herein.

The foregoing description of the contractual lock-up restrictions does not purport to be complete and is qualified in its entirety by reference to the full text of the Definitive Agreement, which is filed as an exhibit to the Registration Statement of which this prospectus forms a part and is incorporated herein by reference.

PLAN OF DISTRIBUTION

This Registration Statement relates to the sale from time to time of up to 1,397,184 common shares by the Selling Shareholders.

The Selling Shareholders, may, from time to time, sell, transfer or otherwise dispose of any or all of their common shares on any stock exchange, market or trading facility on which the Company's common shares are traded or in private transactions, except as contractually restricted. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See "Shares Eligible for Future Sale - Contractual Lock-Up Restrictions".

The Selling Shareholders may use any one or more of the following methods when disposing of the common shares:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the common shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for their account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales effected after the date the Initial Registration Statement became effective with the SEC;

• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• broker-dealers may agree with the Selling Shareholder to sell a specified number of such common shares at a stipulated price per common share;

• any combination of the foregoing; or

• any manner permitted under applicable law.

The Selling Shareholders may, from time to time, pledge or grant a security interest in some or all of the common shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common shares, from time to time, under this Registration Statement. The Selling Shareholders also may transfer the common shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this Registration Statement.

In connection with the sale of the common shares, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common shares in the course of hedging the positions they assume. The Selling Shareholders may also sell common shares short and deliver these securities to close out their short positions, or loan or pledge the common shares to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of the common shares offered by this Registration Statement, which common shares such broker-dealer or other financial institution may resell pursuant to this Registration Statement (as supplemented or amended to reflect such transaction).

In addition, the Selling Shareholders may elect to make a pro rata in-kind distribution of securities to their members, partners or stockholders pursuant to this Registration Statement. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution.

The Selling Shareholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of the common shares to be made directly or through agents. The Company will not receive any of the proceeds from this Offering by the Selling Shareholders.

The Selling Shareholders and any underwriters, broker-dealers or agents that participate in the sale of the common shares may be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act.

Any discounts, commissions, concessions or profit they earn on any sale of the common shares may be underwriting discounts and commissions under the Securities Act. If the Selling Shareholder is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

We know of no existing arrangements between the Selling Shareholders or any other shareholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the common shares offered by this prospectus.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement, or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of common shares offered by this prospectus by the Selling Shareholders, including with respect to any compensation paid or payable by the Selling Shareholders to any brokers, dealers, underwriters, or agents that participate in the distribution of such shares by the Selling Shareholders, and any other related information required to be disclosed under the Securities Act.

In order to comply with the securities laws of some states, if applicable, the common shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the common shares covered by this prospectus by the Selling Shareholders.

We have advised the Selling Shareholders that they are required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Shareholders, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security that is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

We have agreed with the Selling Shareholders to keep the Registration Statement effective until the earliest of the following events: (i) the Selling Shareholders no longer own any common shares hereby registered and (ii) the date on which all common shares hereby registered may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby and certain other legal matters as to Canadian law will be passed upon for us by Bennett Jones LLP, Toronto, Canada. Certain legal matters governed by U.S. law will be passed upon for us by Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York.

EXPERTS

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the securities was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Company or its subsidiaries. Nor was any such person connected with the Company or any of its subsidiaries as a promoter, managing or principal underwriters, voting trustee, director, officer or employee.

The consolidated financial statements of Medicus Pharma Ltd. and subsidiaries (the Company) as of December 31, 2025, and for the year ended December 31, 2025, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2025 consolidated financial statements contains an explanatory paragraph that states that the Company has incurred significant operating losses and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

The consolidated balance sheets of Medicus Pharma Ltd. and Subsidiaries as of December 31, 2024, and the related  consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated by reference, which report includes an explanatory paragraph about the existence of substantial doubt concerning the Company's ability to continue as a going concern. Such financial statements have been incorporated by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available on the SEC's website at http://www.sec.gov. We also make available free of charge on our website at http://www.medicuspharma.com all materials that we file electronically with the SEC.

As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC's website.

INFORMATION INCORPORATED BY REFERENCE

In this prospectus, we "incorporate by reference" certain information that is filed with the SEC, which means that we can disclose important information to you by referring you to that information. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. The following documents (or portions thereof) have been filed by us with the SEC and are incorporated by reference into this prospectus:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 25, 2026, and the Amendment to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on April 30, 2025;

• our Current Reports on Form 8-K, as filed with the SEC on June 23, 2025, September 2, 2025, December 1, 2025 and March 6, 2026; and

• the description of our securities contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 25, 2026, and any amendment or report filed for the purpose of updating such description.

Additionally, all documents and reports that we file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus until the completion of the offering under this prospectus shall be deemed to be incorporated in this prospectus by reference. The information contained on or accessible through our website (http://www.medicuspharma.com) is not incorporated into this prospectus.

You may request a copy of these filings, other than an exhibit to these filings unless we have specifically included or incorporated that exhibit by reference into the filing, from the SEC as described under "Where You Can Find More Information" or, at no cost, by writing or telephoning the Company at the following address:

Medicus Pharma Ltd.
Attention: Corporate Secretary
300 Conshohocken State Rd., Suite 200

W. Conshohocken, PA 19428

[email protected]

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person, including any salesman or broker, to provide information other than that provided in this prospectus. We have not authorized anyone to provide you with different information. We do not take responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are not making an offer of the securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any documents incorporated by reference is accurate as of any date other than the date of the applicable document.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Up to 1,397,184 Common Shares

PROSPECTUS

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following statement sets forth the expenses and costs which have been or expected to be incurred by the Company in connection with the distribution of its securities being registered in this registration statement.

Item 15. Indemnification of Directors and Officers.

Under the Business Corporations Act (Ontario), or the OBCA, the registrant may indemnify a present or former director or officer or a person who acts or acted at the registrant's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the registrant or other entity; provided that the individual acted honestly and in good faith with a view to the best interests of the registrant or, as the case may be, to the best interests of such other entity and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual's conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. An individual is entitled to indemnification from the registrant as a matter of right if the individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and the individual fulfilled the conditions set forth above. Under the OBCA, the registrant may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above, but the individual must repay the money if the individual does not fulfil the conditions set forth above.

In accordance with and subject to the OBCA, the by-laws of the registrant provide for indemnification of a director or officer of the registrant, a former director or officer of the registrant, or a person who acts or acted at the registrant's request as a director or officer, or an individual acting in a similar capacity, of another entity, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the registrant or other entity, if he acted honestly and in good faith with a view to the best interests of the registrant or, as the case may be, to the best interests of the other entity for which he acted as a director or officer or in a similar capacity at the registrant's request.

The directors and officers of the registrant are covered by directors' and officers' insurance policies.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

Item 16. Exhibits.

________________________

α Filed herewith.

+ Indicates a management contract or compensatory plan.

* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

# Schedules and certain other private or confidential information (as indicated therein) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

† Certain private or confidential information (as indicated therein) have been redacted pursuant to Item 601(a)(6) of Regulation S-K.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Filing Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of W. Conshohocken, State of Pennsylvania, on March 25, 2026.

Pursuant to the requirements of the Securities Act, this post-effective amendment no. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated below.

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this post-effective amendment no. 1 to the registration statement solely in the capacity of the duly authorized representative of Medicus Pharma Ltd. in the United States on March 25, 2026.