[424B3] Medicus Pharma Ltd. Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

Medicus Pharma Ltd. has filed Prospectus Supplement No. 6 to update its May 29, 2025 prospectus covering 2,260,000 common shares that may be issued upon exercise of publicly traded warrants priced at $4.64 and expiring on 15 November 2029. The supplement attaches Amendment No. 1 to a Current Report, which in turn files the Share Exchange Agreement dated 29 June 2025 among Medicus, Antev Limited and Antev security-holders. By incorporating the Agreement as Exhibit 2.1, the company provides investors with the definitive terms of a proposed transaction that would give Medicus access to Antev’s lead program, Teverelix, and related market opportunities.

The company’s common shares (symbol MDCX) last traded at $3.22 on 2 July 2025, below the warrant exercise price, while the warrants (MDCXW) closed at $1.00. Medicus remains classified as an “emerging growth company,” enabling reduced disclosure obligations. Investors are reminded that the securities involve a high degree of risk; comprehensive risk factors are detailed beginning on page 10 of the base prospectus.

The filing contains extensive forward-looking statements regarding the potential benefits, timing and commercial prospects of the Antev transaction and Teverelix development. These statements are subject to the customary cautionary language and are qualified by reference to the company’s 2024 Annual Report and other SEC filings.

• Key takeaways for investors: (1) Formal publication of the Share Exchange Agreement increases transparency around the Antev acquisition; (2) 2.26 million additional shares could be issued, creating future dilution but also providing up to $10.5 million in gross proceeds if all warrants are exercised; (3) Near-term exercise is unlikely while the share price remains below $4.64.

Positive

• Formal filing of the Share Exchange Agreement with Antev Limited increases transparency and moves the proposed acquisition one step closer to completion.
• Registration of warrant shares positions Medicus to raise up to $10.5 million in equity capital if market conditions allow warrant exercise.

Negative

• Potential dilution: 2.26 million additional shares would expand the float by an estimated 7-8 % once exercised.
• Warrant strike price ($4.64) exceeds current share price ($3.22), reducing the likelihood of near-term capital inflow and leaving funding needs unresolved.

Insights

M&A Specialist

TL;DR: Filing discloses definitive Antev share-exchange terms; neutral until completion and pricing converge.

The inclusion of the Share Exchange Agreement is procedurally important because it lets investors scrutinize deal mechanics, valuation, and closing conditions. However, the document does not confirm consummation, provide consideration metrics, or set a closing timetable, so material impact is deferred. From a capital-structure view, registration of 2.26 million warrant shares lifts potential dilution by roughly 7-8 % of outstanding equity, but the strike sits 44 % above the last trade, limiting immediate issuance. Overall, the supplement improves transparency yet does not, on its own, alter cash flows or strategic positioning until the Antev acquisition actually closes.

Biopharma Industry Analyst

TL;DR: Disclosure advances Antev/Teverelix narrative; risk-reward unchanged pending clinical and regulatory milestones.

Teverelix is highlighted as the principal asset gained through Antev, but the filing offers no fresh clinical, regulatory, or commercial data. Investors therefore gain visibility into transaction structure rather than scientific derisking. The forward-looking statements reiterate potential market opportunities but underscore substantial uncertainties. Until Medicus publishes trial results, funding plans, or FDA guidance, the supplemental prospectus is informational rather than catalytic for valuation.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-287599

PROSPECTUS SUPPLEMENT NO. 6

(to prospectus dated May 29, 2025)

Medicus Pharma Ltd.

2,260,000 Common Shares Issuable upon the Exercise of Warrants

This prospectus supplement amends and supplements the prospectus dated May 29, 2025, as supplemented or amended from time to time (the "Prospectus"), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-287599). 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 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 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 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 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 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 Prospectus Supplement No. 6 cover?

It registers 2,260,000 common shares issuable upon exercise of public warrants and incorporates the Antev Share Exchange Agreement.

What are the terms of MDCX public warrants?

Each warrant allows purchase of one common share at $4.64 and expires on 15 November 2029.

Why is the Antev Share Exchange Agreement significant for MDCX investors?

It outlines the proposed acquisition of Antev Limited, potentially adding Teverelix to Medicus’s pipeline and expanding market opportunities.

Will the 2.26 million shares be issued immediately?

No. They are issuable only if holders exercise their warrants, which is unlikely while the share price remains below $4.64.

Is Medicus Pharma still considered an emerging growth company?

Yes. The filing confirms its status, which allows streamlined SEC disclosure requirements.

Where can investors find detailed risk factors for MDCX?

Risk factors start on page 10 of the base prospectus and are also included in the company’s 2024 Annual Report and other SEC filings.