Medicus Pharma Reports Unregistered Equity Sales

Ticker: MDCXW · Form: 8-K · Filed: Oct 17, 2025 · CIK: 1997296

Sentiment: neutral

Topics: unregistered-sales, equity-securities, filing

Related Tickers: MDCX

TL;DR

Medicus Pharma sold unregistered equity, check dilution.

AI Summary

Medicus Pharma Ltd. filed an 8-K on October 17, 2025, reporting unregistered sales of equity securities. The filing details the company's principal executive offices located at 300 Conshohocken State Road, Suite 200, W. Conshohocken, PA 19428. The report was filed as of October 17, 2025, with the earliest event reported on October 16, 2025.

Why It Matters

This filing indicates Medicus Pharma has engaged in unregistered sales of equity, which could impact share dilution and investor confidence.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can signal financial distress or a need for capital, potentially leading to share dilution.

Key Players & Entities

FAQ

What type of securities were sold in the unregistered offering?

The filing indicates "Unregistered Sales of Equity Securities" but does not specify the exact type of equity in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported was on October 16, 2025.

What is the principal executive office address for Medicus Pharma Ltd.?

The principal executive offices are located at 300 Conshohocken State Road, Suite 200, W. Conshohocken, Pennsylvania, 19428.

What is the SEC file number for Medicus Pharma Ltd.?

The SEC file number is 001-42408.

What is the SIC code for Medicus Pharma Ltd.?

The Standard Industrial Classification (SIC) code is 2834, Pharmaceutical Preparations.

Filing Stats: 1,076 words · 4 min read · ~4 pages · Grade level 12.6 · Accepted 2025-10-17 16:30:48

Key Financial Figures

Filing Documents

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 September 8, 2025 100,000 $1.7961 $179,610 September 23, 2025 350,000 $2.4245 $848,575 September 26, 2025 100,000 $2.7698 $276,980 September 26, 2025 53,018 $2.4250 $128,569 October 2, 2025 250,000 $2.1884 $547,100 October 8, 2025 125,000 $2.3542 $294,275 October 16, 2025 41,667 $2.2901 $95,422 October 16, 2025 68,363 $2.2795 $155,833 Total 1,088,048 $2,526,364 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 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 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

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements Certain information in this report 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. 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 Common Shares. Forward-looking statements contained in this report 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 annual report on Form 10-K on the Company's profile on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca and the Company's other public filings on EDGAR and on SEDAR+. Readers are further cautioned not to place undue reliance on forward-looking statement

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: October 17, 2025

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