Medicus Pharma Ltd. Files 8-K on Agreements & Equity Sales

TL;DR

Medicus Pharma dropped an 8-K detailing new deals and stock sales. Keep an eye on this.

AI Summary

Medicus Pharma Ltd. filed an 8-K on December 8, 2025, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing also contains financial statements and exhibits related to these events.

Why It Matters

This 8-K filing provides crucial updates on Medicus Pharma's material agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate actions and potential dilution.

Key Numbers

• 2834 — SIC Code (Standard Industrial Classification for Pharmaceutical Preparations)

Key Players & Entities

• Medicus Pharma Ltd. (company) — Registrant
• 0001997296 (company) — Central Index Key
• 001-42408 (company) — SEC File Number
• 981778211 (company) — IRS Employer Identification No.
• December 5, 2025 (date) — Earliest event reported
• December 8, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $4.64 — ne common share at an exercise price of $4.64 per share MDCXW NASDAQ Capital Mark
• $1.92 — 4, 2025 at an amended exercise price of $1.92 per Common Share (the "Existing Warrant
• $2.00 — arrants, will have an exercise price of $2.00 per Common Share, will be exercisable,
• $10.00 — rading Day period shall equal or exceed $10.00. The exercise price and the number of N
• $5.1 m — arrants is expected to be approximately $5.1 million, prior to deducting any expenses
• $2.3760 — sideration October 28, 2025 250,000 $2.3760 $594,000 November 5, 2025 83,333 $2
• $594,000 — n October 28, 2025 250,000 $2.3760 $594,000 November 5, 2025 83,333 $2.2691 $18
• $2.2691 — 60 $594,000 November 5, 2025 83,333 $2.2691 $189,091 November 5, 2025 14,659 $2
• $189,091 — 000 November 5, 2025 83,333 $2.2691 $189,091 November 5, 2025 14,659 $2.1825 $31
• $2.1825 — 91 $189,091 November 5, 2025 14,659 $2.1825 $31,993 November 14, 2025 83,375 $2
• $31,993 — 091 November 5, 2025 14,659 $2.1825 $31,993 November 14, 2025 83,375 $2.2374 $1
• $2.2374 — 25 $31,993 November 14, 2025 83,375 $2.2374 $186,543 November 14, 2025 4,526 $
• $186,543 — 93 November 14, 2025 83,375 $2.2374 $186,543 November 14, 2025 4,526 $2.231 $10
• $2.231 — 4 $186,543 November 14, 2025 4,526 $2.231 $10,098 November 20, 2025 33,333
• $10,098 — 543 November 14, 2025 4,526 $2.231 $10,098 November 20, 2025 33,333 $2.3423

Filing Documents

• form8k.htm (8-K) — 48KB
• exhibit4-1.htm (EX-4.1) — 84KB
• exhibit4-2.htm (EX-4.2) — 86KB
• exhibit10-1.htm (EX-10.1) — 35KB
• exhibit99-1.htm (EX-99.1) — 17KB
• exhibit99-1x001.jpg (GRAPHIC) — 10KB
• 0001062993-25-017219.txt ( ) — 578KB
• mdcx-20251205.xsd (EX-101.SCH) — 5KB
• mdcx-20251205_cal.xml (EX-101.CAL) — 1KB
• mdcx-20251205_def.xml (EX-101.DEF) — 23KB
• mdcx-20251205_lab.xml (EX-101.LAB) — 48KB
• mdcx-20251205_pre.xml (EX-101.PRE) — 25KB
• form8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Warrant Inducement Agreement On December 5, 2025, Medicus Pharma Ltd. (the "Company") entered into an inducement offer (the "Agreement") with a certain accredited and institutional holder (the "Holder") to exercise existing warrants to purchase up to 2,680,000 of the Company's common shares ("Common Shares") issued on July 14, 2025 at an amended exercise price of $1.92 per Common Share (the "Existing Warrants"). Pursuant to the Agreement, the Holder, upon exercise, will receive new unregistered warrants (the "New Warrants") to purchase up to 4,020,000 Common Shares upon the exercise of the New Warrants (the "New Warrant Shares"), pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended ("Securities Act"). The New Warrants, which will be issued in two series, each containing 50% of the New Warrants, will have an exercise price of $2.00 per Common Share, will be exercisable, if required, on or after the date that the shareholders of the Company vote to approve the issuance of all of the New Warrants and the Common Shares issuable upon the exercise thereof, or otherwise, will be exercisable immediately, and will expire on June 5, 2031. In addition, one of the series of New Warrants will contain a right for the Company to force the Holder to exercise such New Warrants, subject to certain conditions described in the New Warrants, in the event that the average VWAP of the Common Shares during any ten (10) Trading Day period shall equal or exceed $10.00. The exercise price and the number of New Warrant Shares issuable upon exercise of each New Warrant are subject to appropriate adjustments in the event of certain share dividends and distributions, share splits, share consolidations, reclassifications or similar events affecting the Common Shares. In addition, in certain circumstances, upon a fundamental transaction (as defined in the New Warrants), a holder of New Warrants will be entitled to receive,

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure regarding the Existing Warrants, New Warrants and the New Warrant Shares set forth under Item 1.01 is incorporated by reference into this Item 3.02. The Company expects to issue the New Warrants in reliance on the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) under the Securities Act in a transaction not involving a public offering. Neither the New Warrants nor the New Warrant Shares have been registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. In addition, 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 October 28, 2025 250,000 $2.3760 $594,000 November 5, 2025 83,333 $2.2691 $189,091 November 5, 2025 14,659 $2.1825 $31,993 November 14, 2025 83,375 $2.2374 $186,543 November 14, 2025 4,526 $2.231 $10,098 November 20, 2025 33,333 $2.3423 $78,076 November 20, 2025 31,667 $2.2795 $72,185 November 28, 2025 66,667 $1.9462 $129,747 November 28, 2025 33,333 $1.9400 $64,666 December 4, 2025 33,333 $1.9587 $65,289 December 4, 2025 46,667 $1.6975 $79,217 Total 680,893 - $1,500,905 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

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A press release announcing entry into the Agreement, described in Item 1.02 herein, is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Series C Warrant 4.2 Form of Series D Warrant 10.1 Form of Warrant Inducement Agreement 99.1 Press Release, dated December 5, 2025 104.1 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 the closing of the Company's issuance of the New Warrants and the timing thereof, any sales by the investor of Common Shares underlying the Existing Warrants or the New Warrants, the timing and effectiveness of the Registration Statement, whether the Shareholder Approval will be obtained, if required and any 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", "could," "designed," "would", "should", "estimate", "plan", "project", "forecast", "intend", "expect", "anticipate", "believe", "seek", "continue", "target", "potential" 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 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 stateme

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: December 8, 2025

View Full Filing

View this 8-K filing on SEC EDGAR