Medicus Pharma (MDCX) registers 3.25M shares; warrants exercisable at $4.64

Rhea-AI Filing Summary

Medicus Pharma Ltd. files a prospectus supplement amending its Form S-1 to register 3,245,595 Common Shares issuable upon exercise of outstanding warrants. The supplement incorporates a Form 8-K dated June 3, 2026 and updates offering and corporate information.

The Public Warrants have an exercise price of $4.64 and an expiration date of November 15, 2029. The prospectus notes last reported sales prices on June 3, 2026 of the common shares at $0.3576 and the Public Warrants at $0.50. The attached Form 8-K reports shareholders ratified KPMG, elected nine directors, and approved a potential share consolidation of up to 50 pre-consolidation for 1 post-consolidation share.

Insights

Securities Attorney

Registration adds the warrant-linked shares to the effective shelf.

The supplement registers 3,245,595 Common Shares issuable upon exercise of Public Warrants with a stated $4.64 exercise price and November 15, 2029 expiry. The filing follows prospectus mechanics: the supplement amends the existing Form S-1 and attaches a Form 8-K.

Key legal qualifiers are preserved: this is a supplement to the Prospectus and must be read with it; the registration is subject to the terms disclosed in the Prospectus and the Form 8-K. Timing and proceeds treatment are governed by the underlying warrant terms disclosed elsewhere in the registration materials.

Capital Markets Analyst

Registers potential issuance from outstanding warrants; market prices show deep discount to exercise price.

The registered 3,245,595 shares are issuable upon warrant exercise at $4.64 while the last reported common share price was $0.3576 on June 3, 2026. This gap indicates warrant exercises are unlikely at current market levels without a material share-price increase.

Shareholder approval of a possible consolidation (up to 50-for-1) was authorized; subsequent implementation, if any, is at the Board's discretion. Future filings would disclose any consolidation ratio selected and its effective date.

Key Figures

Registered shares: 3,245,595 shares Warrant exercise price: $4.64 Warrant expiration: November 15, 2029 +4 more

7 metrics

Registered shares 3,245,595 shares Common Shares issuable upon exercise of warrants

Warrant exercise price $4.64 Public Warrants exercise price

Warrant expiration November 15, 2029 Public Warrants expiration date

Common share last sale $0.3576 Last reported sales price on June 3, 2026

Public Warrant last sale $0.50 Last reported sales price on June 3, 2026

Approved consolidation cap up to 50-for-1 Share consolidation ratio approved by shareholders

Votes to ratify auditor 28,308,860 votes For ratification of KPMG LLP

Key Terms

Prospectus Supplement, Public Warrants, Consolidation ratio, Form S-1

4 terms

Prospectus Supplement regulatory

"This prospectus supplement amends and supplements the prospectus dated effective March 27, 2026"

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.

Public Warrants financial

"Our common shares and warrants, with an exercise price of $4.64 and expiration date of November 15, 2029 (the "Public Warrants")"

Public warrants are tradable securities that give the holder the right to buy a company’s stock at a fixed price before a set expiration date. Like a coupon that lets you purchase shares later at a preset price, they matter to investors because using them can bring new cash into the company but also increase the total number of shares outstanding, which can dilute existing ownership and influence the stock’s price and potential gains.

Consolidation ratio corporate

"consolidation of the Company's common shares ... up to a maximum ratio of 50 pre-consolidation Common Shares for every one post-consolidation Common Share"

Form S-1 regulatory

"Registration Statement on Form S-1 (Registration Statement No. 333-287599)"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

Offering Details

other

Offering

Offering Type other

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Available on EDGAR 06/04/2026 - 05:08 PM Accepted by SEC EDGAR 06/04/2026 - 05:04 PM Learn about SEC filing dates

FAQ

What does the prospectus supplement for Medicus Pharma (MDCX) register?

It registers 3,245,595 Common Shares issuable upon exercise of outstanding warrants. The supplement amends the Form S-1 and incorporates a Form 8-K filed June 3, 2026 for updated disclosures.

What are the Public Warrants' exercise terms disclosed in the supplement?

The Public Warrants are exercisable at an exercise price of $4.64 per share and expire on November 15, 2029. These terms are stated in the prospectus supplement attached to the registration materials.

What were the last reported market prices for MDCX common shares and warrants?

On June 3, 2026, the last reported sales price for common shares was $0.3576 and for Public Warrants was $0.50, as noted in the prospectus supplement.

Did shareholders approve any corporate actions at the June 3, 2026 meeting?

Yes. Shareholders ratified KPMG LLP as auditors, elected nine directors, and approved a special resolution permitting the Board to effect a share consolidation up to 50 pre-consolidation for 1 post-consolidation share.

Does the prospectus supplement state how warrant exercise proceeds will be used?

The supplement does not state a specific use of proceeds for warrant exercises. The registration updates the Prospectus and incorporates the Form 8-K; detailed proceeds treatment is governed by the offering terms in the Prospectus.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-287599

PROSPECTUS SUPPLEMENT NO. 5

(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 Report on Form 8-K, filed with the Securities and Exchange Commission on June 4, 2026 (the "Form 8-K"). Accordingly, we have attached the Form 8-K 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 June 3, 2026, the last reported sales prices of the common shares and Public Warrants were $0.3576 and $0.50, 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 June 4, 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): June 3, 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 5.07. Submission of Matters to a Vote of Security Holders.

(a) Annual and Special Meeting. On June 3, 2026, Medicus Pharma Ltd. (the "Company") held its 2026 Annual General 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 May 4, 2026.

(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 2026 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
28,308,860		756,378		N/A		0

Proposal 2. Shareholders elected all nine of the directors nominated by the Board to serve for one-year terms, until our 2027 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		15,181,189		354,284		N/A		13,529,765
Dr. Raza Bokhari		15,068,465		467,008		N/A		13,529,765
Robert J. Ciaruffoli		15,186,431		349,042		N/A		13,529,765
Barry Fishman		15,189,646		345,827		N/A		13,529,765
Dr. Larry Kaiser		15,198,014		337,459		N/A		13,529,765
Patrick Mahaffy		15,193,804		341,669		N/A		13,529,765
Dr. Sara R. May		15,192,642		342,831		N/A		13,529,765
Hon. Cathy McMorris Rodgers		15,178,833		356,640		N/A		13,529,765
Ajay Raju		15,190,298		345,175		N/A		13,529,765

Proposal 3. Shareholders approved the special resolution authorizing the Board, in its discretion, to effect a consolidation of the Company's common shares, no par value (the "Common Shares") on the basis of a consolidation ratio to be determined by the Board, up to a maximum ratio of 50 pre-consolidation Common Shares for every one post-consolidation Common Share, if the Board determines such a consolidation is necessary or desirable, including, without limitation, for the purpose of meeting any applicable stock exchange or regulatory requirements. Shareholder approval of this Proposal 3 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
26,729,776		2,335,461		N/A		1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.​

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

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: June 4, 2026