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

Rhea-AI Filing Summary

Medicus Pharma Ltd. (Nasdaq: MDCX) has filed Prospectus Supplement No. 5 to update its May 29, 2025 prospectus in connection with a definitive securities-exchange agreement signed on June 29, 2025. The company will acquire 100% of Antev Ltd., a clinical-stage biotech developing Teverelix, a next-generation GnRH antagonist targeting cardiovascular high-risk prostate-cancer patients and acute urinary-retention episodes.

Key agreed terms:

• Equity consideration: 2,666,600 Medicus common shares, equal to roughly 17 % of post-transaction shares outstanding ("Consideration Shares").
• Lock-up & voting: Consideration Shares subject to staggered resale restrictions and a 36-month voting agreement in favor of current Medicus management.
• Earn-outs: Antev holders may receive up to US$65 million in contingent payments tied to FDA Phase 2 and NDA milestones for Teverelix.
• Closing timetable: Expected before the end of August 2025, pending Antev shareholder approval and customary regulatory/third-party consents. No assurance of completion is given.

The supplement also reminds investors that Medicus’ 2.26 million common shares are reserved for warrant exercises (strike $4.64, exp. Nov 15 2029). As of June 27 2025, Medicus shares traded at $2.90 and the public warrants at $0.95.

The company reiterates its emerging-growth-company status and directs investors to existing risk-factor disclosures. Forward-looking statements highlight uncertainties around deal consummation, clinical development, regulatory approval, and market opportunity for Teverelix.

Positive

• Catalyst-rich acquisition adds Teverelix, a differentiated GnRH antagonist targeting high-risk prostate-cancer and BPH indications.
• Cash-conserving share exchange limits immediate cash burn; milestone payments are contingent, aligning cost with success.
• Lock-up and voting agreements reduce immediate selling pressure and align Antev shareholders with long-term company strategy.

Negative

• 17 % equity dilution reduces existing shareholder ownership and may cap near-term upside.
• Clinical and regulatory uncertainty: Teverelix must clear Phase 2 and NDA hurdles; failure would negate strategic value.
• No guarantee of closing; deal subject to multiple approvals, introducing execution risk.
• POTENTIAL US$65 million earn-out could create future dilution or cash obligations if milestones met.

Insights

Financial Analyst

TL;DR – 17 % share dilution buys clinical asset; cash conserved but execution risk remains.

The share-exchange structure preserves Medicus’ cash while adding a late-preclinical/early-clinical oncology urology candidate. Dilution of ≈17 % is material but moderated by lock-ups and voting alignment, reducing near-term selling pressure. The earn-out of up to US$65 million is milestone-based, deferring additional dilution or cash outlays until value-creating events. Short-term impact hinges on investor perception of Teverelix’s commercial potential and probability of FDA success. With MDCX trading at $2.90 (38 % below $4.64 warrant strike), the market currently discounts upside; positive clinical readouts could re-rate shares. Overall, the deal is moderately accretive to strategic optionality but carries significant regulatory and execution risk.

Biotech Industry Specialist

TL;DR – Acquisition adds first-in-class GnRH antagonist target; clinical risk high.

Teverelix addresses prostate-cancer patients at cardiovascular risk—a niche unmet need where traditional androgen-deprivation therapies can exacerbate cardiac events. If Phase 2 data validate safety and efficacy, Medicus could secure first-mover advantage. However, development costs, trial design complexity, and potential competition from established ADT players are material hurdles. The contingent consideration structure wisely aligns payments with clinical inflection points, yet shareholders face binary outcomes typical of early-stage assets. Regulatory timelines may extend beyond current guidance, and failure to meet milestones would nullify earn-outs but leave shareholders with permanent dilution. Net effect: strategically compelling yet high-beta transaction.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-287599

PROSPECTUS SUPPLEMENT NO. 5

(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 Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 30, 2025 (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 27, 2025, the last reported sales prices of the common shares and Public Warrants were $2.90 and $0.95, 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 June 30, 2025.

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 29, 2025

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 1.01. Entry into a Material Definitive Agreement.

On June 29, 2025, Medicus Pharma Ltd. (“Medicus” or the “Company”), Antev Limited (“Antev”) and certain securityholders of Antev entered into a definitive securities exchange agreement (the “Definitive Agreement”), pursuant to which the Company has agreed to acquire (the “Transaction”) all of the issued and outstanding shares of Antev, on a fully diluted basis, in exchange for 2,666,600 (or approximately 17% in aggregate) of the issued and outstanding Medicus common shares (the “Consideration Shares”).

In addition to resale restrictions prescribed under applicable securities laws, the Consideration Shares will be subject to a staggered lock-up (including certain registration rights, as further described in the Definitive Agreement) and an agreement granting certain voting rights in favor of Company management for a period of 36 months.

Upon the achievement of certain milestones related to potential future U.S. Food and Drug Administration ("FDA") Phase 2 and New Drug Administration approvals, as more particularly described in the Definitive Agreement, Antev shareholders will be entitled to receive up to approximately US$65 million in additional contingent consideration.

The Transaction is expected to close before the end of August 2025, subject to the fulfillment of certain closing conditions, including obtaining Antev shareholder approval and other applicable corporate, regulatory and other third-party approvals. No assurances can be given that the parties will successfully close the Transaction on the terms or timeframe currently contemplated or at all. 

Antev is a clinical stage biotech company, developing Teverelix, a next generation GnRH antagonist, as first in market product for cardiovascular high-risk prostate cancer patients and patients with first acute urinary retention (AURr) episodes due to enlarged prostate.

The foregoing description of the Definitive Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Definitive Agreement.

Item 8.01. Other Events.

On June 30, 2025, the Company issued a press release relating to, among other things, entry into the Definitive Agreement, as described in Item 1.01 above.

​

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.
104.1	​	Cover Page Interactive Data File (embedded within the inline XBRL document).

* To be filed by amendment.

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: June 30, 2025​

FAQ

How many Medicus Pharma (MDCX) shares will be issued for the Antev acquisition?

Medicus will issue 2,666,600 common shares, representing approximately 17 % of total shares post-transaction.

What additional consideration could Antev shareholders receive?

They may earn up to US$65 million in contingent payments tied to FDA Phase 2 and NDA milestones for Teverelix.

When is the Antev transaction expected to close?

The companies target closing before the end of August 2025, subject to shareholder and regulatory approvals.

Are the new shares immediately tradable?

No. The Consideration Shares carry staggered lock-up restrictions and a 36-month voting agreement favoring current management.

What is the current status of Medicus Pharma’s public warrants (MDCXW)?

The warrants have a $4.64 strike price and expire Nov 15 2029; they last traded at $0.95 on June 27 2025.