Medicus Pharma (MDCX) registers 1.12M shares; Yorkville bought 4.47M shares

Rhea-AI Filing Summary

Medicus Pharma Ltd. registers 1,115,500 common shares issuable upon the exercise of warrants, as set forth in Prospectus Supplement No. 22 dated March 6, 2026. The supplement attaches a Current Report on Form 8-K and updates the April 10, 2025 prospectus.

The supplement restates the Public Warrants' exercise price $4.64 and expiration date November 15, 2029, and notes last reported Nasdaq prices on March 5, 2026 of $0.68 (common share) and $1.00 (Public Warrant). The Form 8-K discloses prior unregistered sales under a SEPA to YA II PN, Ltd. totaling 4,471,038 common shares for aggregate consideration of $3,846,910, and that part of those proceeds prepaid a Yorkville debenture.

Insights

Capital Markets Attorney

Registration lists shares issuable on warrant exercise and discloses SEPA financings.

The prospectus supplement registers 1,115,500 shares issuable upon exercise of Public Warrants and incorporates a Form 8-K describing SEPA sales to YA II PN, Ltd. The registration language and attachment of the Form 8-K are procedural steps to enable resales and exercise issuance under the existing registration statement.

Key dependencies include the effectiveness of the Registration Statement and the mechanics of warrant exercises; the SEPA sales and the stated prepayment of a Yorkville debenture are factual items disclosed in the Form 8-K.

Corporate Finance Analyst

SEPA sales materially increased funded shares but not the registered warrant issuance.

The Form 8-K reports 4,471,038 common shares sold to Yorkville for $3,846,910 under a Standby Equity Purchase Agreement, with the company using part of proceeds to prepay a debenture. These are unregistered sales relying on Section 4(a)(2).

Cash-flow treatment and future SEPA draws are conditioned by the SEPA terms; subsequent filings will show any additional sales or use of proceeds.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-279771

PROSPECTUS SUPPLEMENT NO. 22

(to prospectus dated April 10, 2025)

Medicus Pharma Ltd.

1,115,500 Common Shares Issuable upon the Exercise of Warrants

This prospectus supplement amends and supplements the prospectus dated effective April 10, 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. 333-279771). 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 March 6, 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 March 5, 2026, the last reported sales prices of the common shares and Public Warrants were $0.68 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 March 6, 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): March 5, 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 3.02 Unregistered Sales of Equity Securities.

Pursuant to the previously disclosed Standby Equity Purchase Agreement (the "SEPA"), dated February 10, 2025, between Medicus Pharma Ltd. (the "Company") and YA II PN, Ltd. ("Yorkville"), the Company completed sales of its common shares (the "Common Shares") to Yorkville (collectively, the "SEPA Advances") as disclosed in the table below:

Date of Sale	Number of Common Shares	Approximate Aggregate Consideration
December 19, 2025	66,667	$113,647
December 19, 2025	5,432	$9,221
December 29, 2025	41,250	$66,149
December 29, 2025	20,909	$32,451
January 9, 2026	100,000	$150,640
January 15, 2026	33,333	$48,006
January 15, 2026	11,347	$15,960
January 29, 2026	7,100	$8,609
February 10, 2026	175,000	$186,603
February 18, 2026	250,000	$237,200
February 23, 2026	275,000	$302,088
March 5, 2026	700,000	$988,890
March 5, 2026	1,360,000	$1,047,336
March 6, 2026	1,425,000	$640,110
Total	4,471,038	$3,846,910

The Company may cause Yorkville to purchase additional Common Shares under the SEPA from time to time, subject to the satisfaction or waiver of the conditions and limitations set forth in the SEPA. The Company has used part of the net proceeds from the SEPA Advances to prepay a portion of the debenture the Company has outstanding with Yorkville, as described in that certain Current Report on Form 8-K dated September 18, 2025. The Common Shares were issued and sold to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act, afforded by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by Yorkville in the SEPA. Yorkville may resell the Common Shares it has purchased from the Company under the SEPA from time to time pursuant to an effective registration statement which has been filed by the Company in accordance with its requirements under the SEPA for such purposes

This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

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

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Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include, but are not limited to, statements concerning future sales of Common Shares under the SEPA. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as "plan," "believe," "goal," "target," "aim," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of the Company's management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including the risks and uncertainties detailed from time to time in the Company's filings with the SEC. Potential investors, shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. The Company does not assume any obligation to publicly update any forward-looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company's filings with the SEC, which are available at www.sec.gov.

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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: March 6, 2026

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FAQ

What does Medicus Pharma's prospectus supplement register?

It registers 1,115,500 common shares issuable upon exercise of Public Warrants. The supplement appends a Form 8-K and updates the April 10, 2025 prospectus.

What are the Public Warrants' terms shown in the supplement (MDCXW)?

The Public Warrants have an exercise price of $4.64 and an expiration date of November 15, 2029. Last reported prices on March 5, 2026 were $1.00 for the warrants.

How many shares did Yorkville buy under the SEPA disclosed in the Form 8-K?

The Form 8-K lists sales totaling 4,471,038 common shares sold to YA II PN, Ltd. with aggregate consideration of $3,846,910 across multiple sale dates.

Did Medicus use SEPA proceeds for other obligations?

Yes; the company used part of the net proceeds from SEPA advances to prepay a portion of its debenture outstanding with Yorkville, as disclosed in the Form 8-K.

Are the Common Shares sold to Yorkville registered?

The Form 8-K states the Common Shares were issued relying on the Section 4(a)(2) exemption from registration; Yorkville may resell under an effective registration statement filed per the SEPA.