[253G2] Medicus Pharma Ltd. SEC Filing

Rhea-AI Filing Summary

Medicus Pharma Ltd. (Nasdaq: MDCX, MDCXW) has filed Offering Circular Supplement No. 9 under Rule 253(g)(2) to update its April 10, 2025 qualified Regulation A Offering Circular. The supplement registers 1,490,000 common shares that may be issued upon exercise of the company’s publicly-traded warrants, which carry a $4.64 exercise price and expire on 15 November 2029. For reference, the common shares and warrants last traded on 2 July 2025 at $3.22 and $1.00, respectively.

The document primarily incorporates by reference Amendment No. 1 to the company’s 8-K-styled Current Report filed 3 July 2025. The amendment furnishes the complete Share Exchange Agreement dated 29 June 2025 among Medicus, Antev Limited and Antev security-holders. The proposed transaction, if consummated, would add Teverelix—a late-stage prostate-cancer therapeutic candidate—to Medicus’s pipeline. No financial terms or closing conditions beyond those in the agreement are disclosed here.

The company retains “emerging growth company” status and reminds investors of the high-risk nature of the investment and potential dilution from warrant exercises. Other than providing the redacted agreement (Exhibit 2.1) and related XBRL cover page (Exhibit 104), the filing introduces no new financial statements, earnings metrics or guidance.

Investors should review the complete Offering Circular and Exhibit 2.1 for detailed terms, as the supplement is intended to be read together with earlier disclosures.

Positive

• Public filing of the executed Share Exchange Agreement enhances transparency and suggests continued progress toward acquiring Antev and its Teverelix asset.
• No new securities issued beyond previously disclosed warrants; investors gain clarity without immediate additional dilution.

Negative

• Up to 1.49 million new shares may be issued if warrants are exercised, posing future dilution risk.
• Transaction with Antev remains unclosed; economic terms, regulatory approvals and integration risks are still uncertain.

Insights

Biotech Equity Analyst

TL;DR – Adds Antev deal details; strategic upside, but no immediate financial impact.

The key value in this supplement is transparency. By filing the full Share Exchange Agreement, Medicus clarifies the structure of the proposed Antev acquisition that would deliver rights to Teverelix, a differentiated GnRH antagonist for prostate cancer. While the therapeutic asset could materially expand Medicus’s pipeline, today’s filing neither confirms deal closing nor lays out cash, stock or milestone considerations, so valuation impact cannot yet be modeled. The registration of 1.49 million shares underlying public warrants is routine and already embedded in fully-diluted counts; nonetheless, exercise below intrinsic value would be dilutive. Overall, the disclosure is helpful but neutral to near-term fundamentals.

M&A Specialist

TL;DR – Filing formalizes agreement, modestly positive for deal certainty.

Providing the executed Share Exchange Agreement reduces execution risk from an M&A perspective: counterparties, closing conditions and representations are now public, which usually accelerates regulatory and shareholder review. Absent adverse terms, codifying the document signals continued momentum toward completion. Investors should note that the exhibit is partially redacted, and schedules are omitted, which limits diligence on contingent liabilities or earn-outs. The supplement does not alter capital structure beyond pre-existing warrants; therefore, dilution shock is limited. On balance, greater visibility into a potentially accretive asset makes the update slightly positive.

Filed Pursuant to Rule 253(g)(2)

File No. 024-12573

OFFERING CIRCULAR SUPPLEMENT NO. 9

(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 Amendment No. 1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 3, 2025 (the "Form 8-K/A"). Accordingly, we have attached the Form 8-K/A 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 2, 2025, the last reported sales prices of the common shares and Public Warrants were $3.22 and $1.00, 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 3, 2025.

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

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2025

MEDICUS PHARMA LTD.
(Exact name of registrant as specified in its charter)

Ontario	001-42408	98-1778211
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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: (see General Instruction A.2. below):

☐ 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 Symbol(s)		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. ☐

Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Medicus Pharma Ltd. (the "Company") on June 30, 2025 (the "Original Form 8-K") to (1) as previously indicated in the Original Form 8-K, file as Exhibit 2.1 to this Current Report on Form 8-K/A that certain securities exchange agreement among the Company, Antev Limited ("Antev") and certain securityholders of Antev, dated as of June 29, 2025 (the "Agreement"), and (2) to incorporate the Agreement by reference herein. Other than as set forth in this Explanatory Note, this amendment does not amend any other disclosures in the Original Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1*#		Share Exchange Agreement, dated June 29, 2025, by and between Medicus Pharma Ltd., Antev Limited and each of the securityholders of Antev Limited party thereto.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

*		Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
#		Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

Forward Looking Statements

Certain information in this Current Report on Form 8-K 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 proposed Antev transaction and associated terms and timing thereof, the potential benefits of the Antev transaction, if consummated, including plans and expectations concerning, and future outcomes relating to, the development, advancement and commercialization of Teverelix, and the potential market opportunities related thereto. 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", "would", "should", "estimate", "plan", "project", "forecast", "intend", "expect", "anticipate", "believe", "seek", "continue", "target" 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 Current Report on Form 8-K 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 cautioned that the foregoing list is not exhaustive, and readers are encouraged to review the Annual Report accessible on the Company's profile on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca. 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: July 3, 2025

FAQ

What does Medicus Pharma’s Supplement No. 9 cover?

It registers 1,490,000 common shares underlying $4.64 warrants and incorporates the Share Exchange Agreement with Antev Limited.

What are the trading symbols and recent prices for Medicus Pharma?

Common shares trade as MDCX at $3.22; public warrants trade as MDCXW at $1.00 (prices as of 2 July 2025).

What are the key terms of the public warrants?

Each warrant is exercisable for one common share at $4.64 and expires on 15 November 2029.

Why is the Antev transaction significant for MDCX investors?

Acquiring Antev would give Medicus rights to Teverelix, potentially expanding its oncology pipeline and future revenue opportunities.

Does this filing include new financial results or guidance?

No. The supplement contains no financial statements or earnings data; it only adds the exchange agreement exhibit.

Will the supplement trigger immediate share dilution?

Not immediately. Dilution would occur only if holders choose to exercise the 1.49 million outstanding warrants.