[253G2] Medicus Pharma Ltd. SEC Filing

Rhea-AI Filing Summary

Medicus Pharma Ltd. (MDCX) filed Offering Circular Supplement No. 11 under Rule 253(g)(2) covering 1,490,000 common shares issuable upon exercise of its Nasdaq-listed public warrants (strike $4.64, expiry 11-15-2029). On 07-22-25 the shares and warrants closed at $3.08 and $1.05, respectively.

The supplement attaches the Form 8-K reporting results of the 22 July 2025 Annual & Special Meeting:

• Auditor ratified: KPMG LLP, 13.26 m for vs 55.7 k withhold.
• Board continuity: all eight nominees re-elected (~10.12 m for; 17 k withhold; 3.19 m broker non-votes).
• Quorum rule raised from 10 % to 33⅓ % (10.13 m for; 5.1 k against) to meet Nasdaq standards.
• Financing flexibility: shareholders authorised issuance of ≥20 % new shares below Nasdaq “minimum price” under the YA II PN Standby Equity Purchase Agreement (10.06 m for; 68.7 k against).
• Chairman protection: Articles amended to require a 75 % board vote to remove the Chair (9.89 m for; 241 k against).

The votes give management new capital-raising capacity and align governance with U.S. listing rules, but also introduce dilution risk and tighten board control. No financial results were disclosed.

Positive

• Shareholders approved issuance flexibility via Standby Equity Purchase Agreement, providing access to additional capital without further votes.
• Quorum increased to 33⅓ %, bringing bylaws into compliance with Nasdaq corporate-governance requirements.
• KPMG LLP ratified as independent auditor, supporting continuity and audit quality.

Negative

• Potential dilution: authorisation to issue ≥20 % of outstanding shares at prices below Nasdaq minimum could pressure existing holders.
• Chairman removal threshold raised to 75 %, potentially entrenching leadership and reducing governance flexibility.
• Share price below warrant strike limits near-term cash from warrant exercise, increasing reliance on dilutive equity lines.

Insights

Financial Analyst

TL;DR – Neutral: dilution authority balanced by improved quorum compliance.

Authorisation to issue ≥20 % new equity via the YA II PN SEPA gives Medicus a rapid, low-friction funding option—useful for an emerging-growth biotech with heavy R&D burn. However, the approval comes at a share price well below the $4.64 warrant strike, meaning fresh capital could be raised at a deep discount and materially dilute existing holders. The warrant coverage (1.49 m shares) is modest relative to the current float, but combined with the SEPA could pressure per-share metrics if utilised fully. No operating metrics were provided, so the market will await evidence of value-accretive use of funds.

Corporate Governance Expert

TL;DR – Governance mixed: Nasdaq alignment good, chair entrenchment questionable.

Raising the quorum threshold to 33⅓ % remedies a material non-compliance risk after losing foreign-private-issuer status. Conversely, amending the Articles to require a 75 % board vote to remove the Chairman concentrates power and may reduce board accountability—particularly notable given Dr. Bokhari’s dual CEO/Chair roles. Director re-elections faced negligible opposition, signalling shareholder support or apathy. Overall governance impact is neutral: regulatory alignment offset by entrenchment.

Filed Pursuant to Rule 253(g)(2)

File No. 024-12573

OFFERING CIRCULAR SUPPLEMENT NO. 11

(to the offering circular dated April 10, 2025)

Medicus Pharma Ltd.

1,490,000 Common Shares Issuable upon the Exercise of Warrants

This offering circular supplement amends and supplements the offering circular dated qualified April 10, 2025, as supplemented or amended from time to time (the "Offering Circular"), which forms a part of our Offering Statement on Form 1-A (File No. 024-12573). This offering circular supplement is being filed to update and supplement the information included or incorporated by reference in the Offering Circular with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 23, 2025 (the "Form 8-K"). Accordingly, we have attached the Form 8-K to this offering circular supplement.

This offering circular supplement updates and supplements the information in the Offering Circular and is not complete without, and may not be delivered or utilized except in combination with, the Offering Circular, including any amendments or supplements thereto. This offering circular supplement should be read in conjunction with the Offering Circular and if there is any inconsistency between the information in the Offering Circular and this offering circular supplement, you should rely on the information in this offering circular 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 July 22, 2025, the last reported sales prices of the common shares and Public Warrants were $3.08 and $1.05, respectively.

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 10 of the Offering Circular, and under similar headings in any amendment or supplements to the Offering Circular.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities offered by this offering circular supplement or the Offering Circular or determined if the Offering Circular or this offering circular supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this offering circular supplement is July 23, 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): July 22, 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

Not Applicable
(Former name or former address, if changed since last report.)

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 5.07. Submission of Matters to a Vote of Security Holders.

(a) Annual and Special Meeting. On July 22, 2025, Medicus Pharma Ltd. (the "Company") held its 2025 Annual and Special Meeting of Shareholders (the "Meeting"). The matters voted upon at the Meeting and the final results of such voting are set forth below. A more complete description of each proposal is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on June 30, 2025.

(b) Matters Voted Upon; Voting Results. The following matters were submitted for a vote of the Company's shareholders.

Proposal 1. Shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's 2025 fiscal year and the authorization of the Company's board of directors (the "Board") to fix the auditors' remuneration and terms of engagement:

For		Withhold		Abstain		Broker Non-Votes
13,261,952		55,738		N/A		0

Proposal 2. Shareholders elected all eight of the directors nominated by the Board to serve for one-year terms, until our 2026 annual meeting of shareholders or until their successors are duly elected or appointed, unless they resign, are removed, or become disqualified in accordance with the Articles of Incorporation of the Company (the "Articles") or the Business Corporations Act (Ontario):

Name		For		Withhold		Abstain		Broker Non-Votes
William L. Ashton		10,115,639		17,036		N/A		3,185,015
Dr. Raza Bokhari		10,115,364		17,311		N/A		3,185,015
Robert J. Ciaruffoli		10,115,639		17,036		N/A		3,185,015
Barry Fishman		10,115,314		17,361		N/A		3,185,015
Dr. Larry Kaiser		10,115,169		17,506		N/A		3,185,015
Dr. Sara R. May		10,115,569		17,106		N/A		3,185,015
Hon. Cathy McMorris Rodgers		10,115,039		17,636		N/A		3,185,015
Ajay Raju		10,116,519		16,156		N/A		3,185,015

Proposal 3. Shareholders approved the proposal to amend Article 3.2 of the Company's by-laws to replace the reference to "10%" with a reference to "33⅓%" to comply with the corporate governance rules of Nasdaq requiring the Company, having ceased to be a foreign private issuer, to have a quorum requirement for the transaction of business at a meeting of shareholders of not less than 33⅓% of the outstanding shares of a Company's common voting stock. Shareholder approval of this Proposal 3 required the affirmative vote of at least a majority of the votes cast by the shareholders present at the Meeting in person or by proxy:

For		Against		Abstain		Broker Non-Votes
10,127,547		5,128		N/A		3,185,015

Proposal 4. Shareholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance, sale and delivery by the Company pursuant to the Standby Equity Purchase Agreement dated February 10, 2025 between the Company and YA II PN, Ltd. of common shares representing 20% or more of the issued and outstanding common shares prior to such issuance at prices below the minimum price specified by Nasdaq Listing Rule 5635(d), which required the affirmative vote of at least a majority of the votes cast by the shareholders present at the Meeting in person or by proxy:

For		Against		Abstain		Broker Non-Votes
10,063,947		68,728		N/A		3,185,015

Proposal 5. Shareholders approved the proposal to amend the Articles to increase the voting threshold required to remove the Chairman of the Board to a vote of at least 75% of the Board and to make this provision part of the Articles, which required the affirmative vote of at least two-thirds of the votes cast by the shareholders present at the Meeting in person or by proxy:

For		Against		Abstain		Broker Non-Votes
9,891,337		241,338		N/A		3,185,015

SIGNATURE

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: July 23, 2025

FAQ

What share issuance did MDCX shareholders approve in July 2025?

They authorised the sale of common shares representing 20 % or more of outstanding stock under the YA II PN Standby Equity Purchase Agreement.

What is Medicus Pharma’s new quorum requirement?

Article 3.2 now requires at least 33⅓ % of outstanding voting shares present to conduct business.

When do MDCX public warrants expire and at what exercise price?

The warrants expire on 15 November 2029 with an exercise price of $4.64 per share.

Which auditor was ratified for fiscal 2025 and by what vote margin?

KPMG LLP was ratified with 13,261,952 votes for and 55,738 withheld.

Did shareholders elect all director nominees at the 2025 meeting?

Yes. All eight nominees received roughly 10.1 million votes each, with minimal withholds.