[8-K/A] Medicus Pharma Ltd. Amends Material Event Report

Rhea-AI Filing Summary

Medicus Pharma Ltd. (NASDAQ: MDCX) filed an amended Form 8-K (8-K/A) dated June 29, 2025 to include Exhibit 2.1—its Share Exchange Agreement with Antev Limited and certain Antev security-holders. The amendment fulfils a disclosure commitment made in the original 8-K filed June 30, 2025 and does not modify any other information previously reported.

The Share Exchange Agreement outlines the terms of a proposed transaction whereby Medicus would acquire Antev, the developer of prostate-cancer candidate Teverelix. While the full exhibit is now filed (with certain portions redacted under Reg S-K 601), the 8-K/A contains no new financial results, purchase price figures or closing timelines.

Other exhibits are unchanged: (i) Exhibit 99.1 (June 30 press release) is incorporated by reference, and (ii) Exhibit 104 provides inline XBRL for the cover page. Standard forward-looking statement language cautions investors about completion risk, clinical development uncertainty and other factors referenced in the company’s 2024 Annual Report.

Key takeaways for investors:

• The filing is largely administrative—its sole purpose is to publicly attach the Share Exchange Agreement promised in the earlier 8-K.
• No valuation metrics, consideration mix, or closing conditions are disclosed in this amendment; investors must review the newly filed exhibit for details.
• The proposed acquisition could expand Medicus’s oncology pipeline if consummated, but the 8-K/A itself provides no update on timing or probability.

Positive

• Transparency improved: Medicus fulfils its commitment by publicly filing the Share Exchange Agreement, allowing investors to scrutinise proposed Antev deal terms.

Negative

• None.

Insights

M&A Specialist

TL;DR — Administrative 8-K/A adds the Antev Share Exchange Agreement; minimal fresh insight, modestly positive for transparency.

The amendment simply files Exhibit 2.1, satisfying SEC technical requirements. From an M&A standpoint, disclosing the agreement enhances transparency and lets investors examine key terms such as consideration structure, reps & warranties and closing conditions—albeit with redactions. However, the company releases no incremental strategic, timetable or valuation data, so the market impact should be muted unless the exhibit reveals surprising terms. Overall, this is a routine compliance step, signalling the deal process is still active but offering little new decision-making information to investors.

true 2025-06-29 0001997296 Medicus Pharma Ltd. 0001997296 2025-06-29 2025-06-29 0001997296 exch:XNCM mdcx:CommonSharesNoParValueMember 2025-06-29 2025-06-29 0001997296 exch:XNCM mdcx:WarrantsEachExercisableForOneCommonShareAtAnExercisePriceOfFourPointSixFourPerShareMember 2025-06-29 2025-06-29

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.
99.1		Press Release, dated June 30, 2025 (incorporated by reference to Exhibit 99.1 of the Original Form 8-K).
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

Why did Medicus Pharma (MDCX) file an 8-K/A on June 29, 2025?

To attach Exhibit 2.1, the Share Exchange Agreement with Antev Limited, which was referenced but not included in the original June 30 8-K.

Does the 8-K/A disclose the purchase price for the Antev acquisition?

No. The amendment files the agreement but key financial details remain redacted or undisclosed.

What other exhibits accompany the amended filing?

Exhibit 99.1 (June 30 press release) and Exhibit 104 (cover-page inline XBRL) are incorporated without change.

Is there any update on Medicus Pharma’s financial performance in this filing?

No financial results or earnings data are provided; the filing is solely transactional.

How might the Antev transaction affect Medicus Pharma’s pipeline?

If consummated, the deal would add Teverelix, a prostate-cancer candidate, potentially broadening Medicus’s oncology portfolio.