Medicus Pharma Ltd.

Our common shares and Public Warrants are traded on the Nasdaq under the symbols "MDCX" and "MDCXW", respectively.

Holders

As of March 18, 2025, there were approximately 155 record holders of our common shares andone holder of record of our Public Warrants. Such numbers do not include beneficial owners holding our securities through nominee names.

Dividends

We have not paid any cash dividends on our common shares to date and we do not anticipate that we will declare or pay dividends in the foreseeable future on our common shares. Instead, we anticipate that all of our earnings will be used for the operation and growth of our business. Any future determination to declare cash dividends would be subject to the discretion of our board of directors and would depend upon various factors, including our results of operations, financial condition and liquidity requirements, restrictions that may be imposed by applicable law and our contracts and other factors deemed relevant by our board of directors.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

On November 13, 2024, our Registration Statement on Form F-1 (SEC File No. 333-279771), for the initial public offering of 970,000 units (each, a "Unit") at a price of $4.125 per Unit, each Unit consisting of one common share and one Public Warrant, was declared effective by the SEC.

On November 14, 2024, the underwriter partially exercised its overallotment option and purchased an additional 145,500 Public Warrants at $0.01 per Public Warrant for additional gross proceeds of $1,455. In the aggregate, the IPO generated approximately $1.88 million in net proceeds for the Company, which amount is net of approximately $0.42 million in underwriters' discounts and commissions and offering costs of approximately $ 1.7 million. Maxim Group LLC acted as the sole book-running manager for the offering and Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as co-manager. There has been no material change in the use of proceeds described in the final prospectus filed with the SEC on November 15, 2024.

On March 10, 2025, the Company completed an offering of 1,490,000 units, each unit consisting of one common share and 2030 Warrant pursuant to Tier II of Regulation A under the Securities Act. The aggregate gross proceeds to the Company from the Offering were $4.17 million, before deducting placement agent fees of approximately $0.31 million and other offering expenses. Maxim Group LLC acted as lead placement agent for the offering and Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as co-placement agent for the offering. There has been no material change in the use of proceeds described in the final offering circular filed with the SEC on March 7, 2025.

In the prior three years, we have issued and sold the securities described below without registering the securities under the Securities Act. None of these transactions involved any underwriters' underwriting discounts or commissions, or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S promulgated under the Securities Act regarding sales by an issuer in offshore transactions, Regulation D under the Securities Act, Rule 701 under the Securities Act or pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering.

• The Registrant granted 812,500 stock options on October 24, 2023, each having an exercise price of C$1.16 and an expiry date of October 24, 2028, of which 50,000 were forfeited on March 15, 2024.

• The Registrant granted 62,500 stock options on April 1, 2024, each having an exercise price of C$4.80 and an expiry date of April 1, 2029.

• The Registrant granted 37,500 stock options on April 1, 2024, each having an exercise price of C$4.84 and an expiry date of April 1, 2029.

• The Registrant issued $5,172,500 aggregate principal amount of f 10.00% Unsecured Convertible Notes due 2025 (the "2025 Convertible Notes") on May 3, 2024.

• The Registrant granted 25,000 stock options on June 25, 2024, each having an excise price of C$3.34 and an expiry date of June 25, 2029.

• The Registrant issued approximately 2,770,047 common shares on June 28, 2024, including 1,461,250 common shares issued at US$4.00 per share pursuant to a private placement of its common shares, 1,293,125 common shares issued upon conversion of the 2025 Convertible Notes at a conversion price of US$4.00 per share and approximately 15,672 common shares issued in respect of accrued and unpaid interest on the 2025 Convertible Notes at a price of C$3.36 per share.

• The Registrant granted 100,000 stock options on November 14, 2024, each having an exercise price of C$3.25 and an expiry date of November 14, 2029.

• The Registrant granted 50,000 stock options on November 20, 2024, each having an exercise price of C$2.70 and an expiry date of November 20, 2029.

• The Registrant granted 210,000 stock options on December 17, 2024, each having an exercise price of C$3.95 and an expiry date of December 17, 2029.