STOCK TITAN

Medicus Pharma covers 3.25M warrant shares

Medicus Pharma Ltd. (MDCX) filed a prospectus supplement covering 3,245,595 common shares issuable upon exercise of outstanding public warrants at $4.64 per share, expiring November 15, 2029.

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Medicus Pharma Ltd. (MDCX) filed a prospectus supplement covering 3,245,595 common shares issuable upon exercise of outstanding public warrants at $4.64 per share, expiring November 15, 2029. The supplement incorporates two recent current reports into the existing Form S-1 prospectus.

On September 4, 2026, officers and employees elected to take approximately $1.45 million of cash bonuses in equity, and the company issued an aggregate 8,529,412 restricted common shares based on a Nasdaq closing price of $0.1705 per share. Separately, on September 11, 2026, Medicus Pharma and YA II PN, LTD. mutually terminated a Standby Equity Purchase Agreement that had permitted up to $15.0 million of common share sales, with no borrowings outstanding and no termination fees due.

Positive

  • None.

Negative

  • 8,529,412 restricted common shares were issued to officers and employees in lieu of cash bonuses, increasing share count and potential dilution for existing shareholders.
  • The mutual termination of the Yorkville Standby Equity Purchase Agreement removes access to up to $15.0 million of potential equity financing capacity.
Common shares issuable upon warrant exercise 3,245,595 shares Registered under Form S-1 and covered by this prospectus supplement
Public Warrant exercise price $4.64 per share Exercise price for MDCXW public warrants expiring November 15, 2029
Public Warrant expiration November 15, 2029 Expiration date of public warrants listed as MDCXW
Common share price $0.1626 Last reported price of MDCX common shares on September 11, 2026
Public Warrant price $0.31 Last reported price of MDCXW warrants on September 11, 2026
Cash bonuses reallocated to equity $1.45 million Aggregate cash bonus amount officers and employees elected to forgo for stock
Restricted common shares issued 8,529,412 shares Aggregate restricted shares granted in lieu of cash bonuses
Standby Equity Purchase facility size $15.0 million Maximum common share sales capacity under the terminated SEPA with Yorkville
prospectus supplement regulatory
"This prospectus supplement amends and supplements the prospectus dated"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Standby Equity Purchase Agreement financial
"mutually agreed to terminate the Standby Equity Purchase Agreement, dated"
A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.
restricted Common Shares financial
"receive the value of such bonus in restricted common shares of the Company"
Restricted common shares are company stock that cannot be freely sold or transferred until certain conditions are met, such as time-based vesting, performance targets, or regulatory clearance. For investors, they matter because they reduce the number of shares available to trade today but can increase supply later, affecting share price, liquidity and potential dilution — like a stash of coupons that can't be used until a future date.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Equity Distribution Agreement financial
"remains a sales agent under the Company's Equity Distribution Agreement dated"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
Offering Type shelf

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities does Medicus Pharma (MDCX) register in this prospectus supplement?

The supplement relates to 3,245,595 common shares issuable upon exercise of existing public warrants, each with an exercise price of $4.64 and an expiration date of November 15, 2029, under the company’s effective Form S-1 registration statement.

What equity compensation action did MDCX disclose in the September 4, 2026 Form 8-K?

Medicus Pharma disclosed that officers and employees elected to receive about $1.45 million of bonuses in stock, and the company granted an aggregate of 8,529,412 restricted common shares, using the $0.1705 Nasdaq closing price on September 3, 2026 to determine share amounts.

What happened to Medicus Pharma’s Standby Equity Purchase Agreement with Yorkville?

On September 11, 2026, Medicus Pharma and YA II PN, LTD. mutually agreed to terminate their Standby Equity Purchase Agreement, which had allowed up to $15.0 million of common share sales. There were no outstanding borrowings, advance notices, or termination fees at the time.

What are MDCX’s recent trading prices for its common shares and warrants?

On September 11, 2026, Medicus Pharma’s common shares traded at a last reported price of $0.1626, and its public warrants traded at $0.31, both listed on the Nasdaq Capital Market under the symbols MDCX and MDCXW, respectively.

How are the restricted shares issued by MDCX treated under U.S. securities laws?

The issuance of the 8,529,412 restricted common shares was made without registration under the Securities Act of 1933, relying on the exemption in Section 4(a)(2) for a transaction by an issuer not involving a public offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-287599

PROSPECTUS SUPPLEMENT NO. 8

(to prospectus dated effective March 27, 2026)

Medicus Pharma Ltd.

3,245,595 Common Shares Issuable upon the Exercise of Warrants


This prospectus supplement amends and supplements the prospectus dated effective March 27, 2026, as supplemented or amended from time to time (the "Prospectus"), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-287599). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Current Reports on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2026 and September 14, 2026 (together, the "Form 8-Ks"). Accordingly, we have attached the Form 8-Ks to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our common shares 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 September 11, 2026, the last reported sales prices of the common shares and Public Warrants were $0.1626 and $0.31, 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 7 of the Prospectus, and under similar headings in any amendment or supplements to the Prospectus.

None of the Securities and Exchange Commission, any state securities commission or the securities commission of any Canadian province or territory has approved or disapproved of the securities offered by this prospectus supplement or the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 14, 2026.


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): September 4, 2026

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

Ontario 001-42408 98-1778211
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

300 Conshohocken State Road, Suite 200
Conshohocken, Pennsylvania, United States 19428
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (610) 540-7515

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common shares, no par value   MDCX   NASDAQ Capital Market
Warrants, each exercisable for one common share at an exercise price of $4.64 per share   MDCXW   NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


2

Item 3.02 Unregistered Sales of Equity Securities.

On September 4, 2026, Medicus Pharma Ltd. (the "Company") awarded cash bonuses in the aggregate amount of approximately $1.45 million to certain officers and employees of the Company. Each of the recipients elected to forgo payment of his or her cash bonus and instead receive the value of such bonus in restricted common shares of the Company (the "Common Shares").

In accordance with these elections, the Company granted an aggregate of 8,529,412 restricted Common Shares to such officers and employees. The number of restricted common shares issued to each recipient was determined by dividing the amount of the cash bonus such recipient elected to forgo by $0.1705 per share, being the closing price of the Common Shares on the Nasdaq Capital Market on September 3, 2026. No additional consideration was paid to, or received by, the Company in connection with the issuance.

The issuance of the restricted Common Shares was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
  Description
104   Cover Page Interactive Data File (embedded within the inline XBRL document).

 


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: September 11, 2026


 

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): September 11, 2026

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

Ontario 001-42408 98-1778211
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

300 Conshohocken State Road, Suite 200
Conshohocken, Pennsylvania, United States 19428
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (610) 540-7515

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common shares, no par value   MDCX   NASDAQ Capital Market
Warrants, each exercisable for one common share at an exercise price of $4.64 per share   MDCXW   NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.02. Termination of a Material Definitive Agreement.

On September 11, 2026, Medicus Pharma Ltd. (the "Company") and YA II PN, LTD. ("Yorkville") mutually agreed to terminate the Standby Equity Purchase Agreement, dated as of February 10, 2025, between the Company and Yorkville (the "SEPA"), effective as of such date. Pursuant to the SEPA, the Company had the right to issue and sell to Yorkville up to $15.0 million of its common shares, no par value ("Common Shares"). At the time of the termination, there were no outstanding borrowings, advance notices or Common Shares to be issued under the SEPA. In addition, there are no fees due by the Company or Yorkville in connection with the termination of the SEPA. As previously disclosed in the Current Report on Form 8-K filed by the Company on December 30, 2025, Yorkville Securities, LLC, an affiliate of Yorkville, remains a sales agent under the Company's Equity Distribution Agreement dated December 29, 2025 (as amended).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
  Description
104   Cover Page Interactive Data File (embedded within the inline XBRL document).


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: September 14, 2026


Keep reading