Medicus Pharma Ltd. Files 8-K on Equity Sales

TL;DR

Medicus Pharma filed an 8-K for unregistered equity sales - watch for dilution.

AI Summary

Medicus Pharma Ltd. filed an 8-K on August 22, 2025, reporting unregistered sales of equity securities and other events. The filing details the company's operations and includes financial statements and exhibits. Medicus Pharma Ltd. is incorporated in Ontario and headquartered in W. Conshohocken, PA.

Why It Matters

This filing indicates potential new equity issuance by Medicus Pharma, which could impact share dilution and the company's capital structure.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can signal potential dilution or financing activities that may affect stock price.

Key Numbers

• 001-42408 — SEC File Number (Identifies the company's filing history with the SEC.)
• 98-1778211 — IRS Employer Identification No. (Tax identification number for the company.)

Key Players & Entities

• Medicus Pharma Ltd. (company) — Registrant
• August 21, 2025 (date) — Earliest event reported
• August 22, 2025 (date) — Date of report
• 300 Conshohocken State Road, Suite 200 (address) — Business and mail address
• W. Conshohocken, Pennsylvania (location) — Company headquarters

FAQ

Key Financial Figures

• $4.64 — ne common share at an exercise price of $4.64 per share MDCXW NASDAQ Capital Mark
• $2.8963 — Consideration July 30, 2025 50,000 $2.8963 $144,815 August 12, 2025 200,000 $
• $144,815 — ation July 30, 2025 50,000 $2.8963 $144,815 August 12, 2025 200,000 $2.0425 $4
• $2.0425 — 3 $144,815 August 12, 2025 200,000 $2.0425 $408,500 August 12, 2025 52,504 $1
• $408,500 — 15 August 12, 2025 200,000 $2.0425 $408,500 August 12, 2025 52,504 $1.94 $101,
• $1.94 — 25 $408,500 August 12, 2025 52,504 $1.94 $101,858 August 18, 2025 200,000 $
• $101,858 — 8,500 August 12, 2025 52,504 $1.94 $101,858 August 18, 2025 200,000 $1.9664 $3
• $1.9664 — 4 $101,858 August 18, 2025 200,000 $1.9664 $393,280 August 18, 2025 7,150 $1.
• $393,280 — 58 August 18, 2025 200,000 $1.9664 $393,280 August 18, 2025 7,150 $1.94 $13,87
• $13,871 — 93,280 August 18, 2025 7,150 $1.94 $13,871 August 21, 2025 300,000 $1.9638 $5
• $1.9638 — 94 $13,871 August 21, 2025 300,000 $1.9638 $589,140 Total 809,654 $1,651,464
• $589,140 — 71 August 21, 2025 300,000 $1.9638 $589,140 Total 809,654 $1,651,464 The Com
• $1,651,464 — 0 $1.9638 $589,140 Total 809,654 $1,651,464 The Company may cause Yorkville to pu
• $0.81 — Shares for cash at an exercise price of $0.81 per Common Share and stock options to p
• $2.75 — Shares for cash at an exercise price of $2.75 per Common Share, for aggregate proceed

Filing Documents

• form8k.htm (8-K) — 35KB
• exhibit99-1.htm (EX-99.1) — 18KB
• exhibit99-1x001.jpg (GRAPHIC) — 10KB
• 0001062993-25-014806.txt ( ) — 296KB
• mdcx-20250821.xsd (EX-101.SCH) — 5KB
• mdcx-20250821_cal.xml (EX-101.CAL) — 1KB
• mdcx-20250821_def.xml (EX-101.DEF) — 23KB
• mdcx-20250821_lab.xml (EX-101.LAB) — 48KB
• mdcx-20250821_pre.xml (EX-101.PRE) — 25KB
• form8k_htm.xml (XML) — 6KB

02. Unregistered Sales of Equity Securities

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 Price per share Approximate Aggregate Consideration July 30, 2025 50,000 $2.8963 $144,815 August 12, 2025 200,000 $2.0425 $408,500 August 12, 2025 52,504 $1.94 $101,858 August 18, 2025 200,000 $1.9664 $393,280 August 18, 2025 7,150 $1.94 $13,871 August 21, 2025 300,000 $1.9638 $589,140 Total 809,654 $1,651,464 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 intends to use part of the net proceeds from the SEPA Advances to prepay a portion of the debentures the Company has outstanding with Yorkville, as described in that certain Current Report on Form 8-K dated June 20, 2025. The Common Shares were issued and sold to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (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 that certain effective registration statement on form S-1 (File No. 333-287582), which has been filed by the Company in accordance with its requirements under the SEPA. In addition, on August 13, 2025, James Quinlan, the Chief Financial Officer of the Company, exercised stock options to purchase 125,000

01. Other Events

Item 8.01. Other Events. On August 21, 2025, the Company issued a press release relating to, among other things, updates regarding its proposed Type C Meeting with the United States Food and Drug Administration (the "FDA") and its second quarter 2025 financial highlights. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated August 21, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements Certain information in this news release 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 future sales of Common Shares under the SEPA to Yorkville and its proposed Type C Meeting with the FDA. 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 public filings on EDGAR and on SEDAR+, which may impact, among other things, the trading price and liquidity of the Company's common shares. Forward-looking statements contained in this news release 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 Company's long form prospectus 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

SIGNATURES

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: August 22, 2025

View Full Filing

View this 8-K filing on SEC EDGAR