Medicus Pharma (MDCX) sells 4.47M shares to Yorkville and prepays part of debenture

Rhea-AI Filing Summary

Medicus Pharma Ltd. reported that it sold a total of 4,471,038 common shares to YA II PN, Ltd. (Yorkville) under a previously disclosed Standby Equity Purchase Agreement. These unregistered sales, completed between December 19, 2025 and March 6, 2026, generated approximate aggregate consideration of $3,846,910.

The company has used part of the net proceeds to prepay a portion of an outstanding debenture held by Yorkville, reducing that obligation. The shares were issued in private transactions relying on the Section 4(a)(2) exemption from registration, and Yorkville may resell them under an effective registration statement while Medicus may request additional share purchases under the SEPA, subject to its conditions and limitations.

Insights

Capital structure analyst

Medicus raises equity under SEPA and prepays part of Yorkville debt.

Medicus Pharma used its Standby Equity Purchase Agreement with Yorkville to issue 4,471,038 common shares for about $3,846,910 in cash. This structure provides flexible access to capital through a series of advances rather than a single large offering.

Part of the net proceeds has been used to prepay a portion of a debenture outstanding with Yorkville, which reduces that specific debt exposure. The same counterparty now holds both equity and remaining debenture interests, so future activity under the SEPA and any further debt changes will be important context in subsequent company filings.

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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 equity transactions did Medicus Pharma (MDCX) disclose in this 8-K?

Medicus Pharma disclosed multiple sales of its common shares to YA II PN, Ltd. under a Standby Equity Purchase Agreement, totaling 4,471,038 shares and approximately $3,846,910 in aggregate consideration across transactions from December 19, 2025 through March 6, 2026.

Who bought the newly issued Medicus Pharma (MDCX) shares and under what agreement?

All disclosed common shares were sold to YA II PN, Ltd. (Yorkville) under a previously disclosed Standby Equity Purchase Agreement dated February 10, 2025. The agreement allows Medicus Pharma to request additional share purchases from Yorkville, subject to specified conditions and limitations.

How much cash did Medicus Pharma (MDCX) raise through these SEPA advances?

Through the SEPA advances listed, Medicus Pharma raised approximate aggregate consideration of $3,846,910 by issuing 4,471,038 common shares to Yorkville. Individual transactions ranged from 5,432 shares to 1,425,000 shares across several dates in late 2025 and early 2026.

How is Medicus Pharma (MDCX) using proceeds from the SEPA share sales?

Medicus Pharma has used part of the net proceeds from the SEPA advances to prepay a portion of a debenture outstanding with Yorkville. This shifts part of the company’s funding from debt to equity while leaving flexibility for further share sales under the agreement.

Were Medicus Pharma’s (MDCX) new share sales registered with the SEC?

The common shares issued to Yorkville were sold as unregistered securities in reliance on the Section 4(a)(2) exemption of the Securities Act. Yorkville may resell these shares from time to time under an effective registration statement filed by Medicus Pharma.

What legal cautions does Medicus Pharma (MDCX) include about this equity activity?

The company states the disclosure does not constitute an offer to sell or solicit an offer to buy the securities in any jurisdiction where such activity would be unlawful. It also includes forward-looking statement language regarding potential future sales of common shares under the SEPA.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT 702 B
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 22.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 47.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 25.3 KB