Medicus Pharma Ltd.

S-11 forms1.htm FORM S-1

As filed with the U.S. Securities and Exchange Commission on May 27, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

______________________________** **

300 Conshohocken State Rd., Suite 200

W. Conshohocken, PA 19428

Telephone: (610) 636-0184

(Address, including zip code, and telephone number, including area code, of

Registrant's principal executive offices)

Medicus Pharma Inc.

300 Conshohocken State Road, Suite 200

Conshohocken, PA 19428

Telephone (610) 540-7515

(Name, address, including zip code, and telephone number, including area code,

of agent of service)

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under theSecurities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under theSecurities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under theSecurities Act, check the following box and list theSecurities Act registration statement number of the earliest effective registration statement for the same offering ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of theSecurities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the Registration Statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

**Subject to Completion,

dated May 27, 2025

Preliminary****Prospectus

1,375,000 Units

Consisting of an Aggregate of

1,375,000 Common Shares

and

1,375,000 Warrants to Purchase One Common Share

1,375,000 Common Shares Issuable upon the Exercise of the Warrants

Medicus Pharma Ltd.

We are offering on a “best efforts” basis 1,375,000 units (each, a "Unit"), each Unit consisting of one common share of Medicus Pharma Ltd. (the "Company", "we", "us"), no par value, and one warrant to purchase one common share (each, a "warrant") at an assumed public offering price of $7.29 per Unit, which was the closing price our common shares on The Nasdaq Capital Market (“Nasdaq”) on May 23, 2025, for an aggregate offering of 1,375,000 common shares and 1,375,000 warrants and gross proceeds of up to approximately $10 million. The public offering price per Unit will be determined between us and the agent (as defined below) based on market conditions at the time of pricing, and may be at a discount to the then-current market price of our common shares. Therefore, the recent market price of our common shares referenced throughout this preliminary prospectus may not be indicative of the final offering price per Unit. Each warrant is immediately exercisable for one of our common shares at an exercise price of $ per share (or 100% of the price of each Unit sold in the offering) and will expire five years from the date of issuance. The Units will not be certificated and the common shares and warrants comprising the Units are immediately separable and will be issued separately in this offering. Pursuant to this prospectus, we are also offering the 1,375,000 common shares issuable from time to time upon the exercise of the warrants offered hereby.

Our common shares and public warrants, with an exercise price of $4.64 and expiration date of November 15, 2029 (the “Public Warrants”) are listed on Nasdaq, under the symbols "MDCX" and "MDCXW," respectively. The warrants offered hereby will not trade on any U.S. securities exchange and we will not apply for listing on any U.S. securities exchange. Therefore, without an active trading market for the warrants, the liquidity of such warrants will be limited.

The closing prices of our common shares and Public Warrants on Nasdaq on May 23, 2025 were $7.29 and $2.41, respectively.

The securities will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completed not later than one business day following the commencement of sales in this offering (after the effective date of the registration statement of which this prospectus forms a part) and that we will deliver all securities to be issued in connection with this offering via delivery versus payment or receipt versus payment, as the case may be, upon receipt of investor funds received by us. Accordingly, neither we nor the agent have made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.

We have engaged Maxim Group LLC (the “agent” or “Maxim”) to act as our exclusive placement agent in connection with this offering. The agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The agent is not purchasing or selling any of the securities we are offering and the agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the agent the fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no minimum offering requirement as a condition of closing of this offering. We may sell fewer than all of the Units offered hereby, which may significantly reduce the amount of proceeds received by us. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Units will not be entitled to a refund and could lose their entire investments. See “Risk Factors” for more information regarding risks related to this offering. We will bear all costs associated with the offering. This offering will terminate on August 16, 2025, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. See “Plan of Distribution” for more information regarding these arrangements.

We are an "emerging growth company" and a "smaller reporting company" under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See* *"Prospectus Summary-Implications of Being an Emerging Growth Company" and "Prospectus Summary-Implications of Being a Smaller Reporting Company."

____________________________

Investing in our securities involves risks. See "Risk Factors" beginning on page 10 of this prospectus to read about factors you should consider before buying our securities.

(1) We have engaged Maxim Group LLC (the “agent”) to act as placement agent for this offering, in exchange for a fee of 7.5% of the aggregate offering price of the Units sold in this offering. We have also agreed to reimburse the agent for certain expenses. For additional agent compensation information, see "Plan of Distribution" on page 135.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The agent expects to deliver the common shares and warrants against payment as set forth under "Plan of Distribution"** on or about , 2025. **

____________________________

**Maxim Group LLC

The date of this prospectus is ** , 2025

TABLE OFCONTENTS

Neither we nor the agent has authorized anyone to provide any information or to make any representations other than the information contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We and the agent take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the agent have not authorized any other person to provide you with different or additional information. Neither we nor the agent is making an offer to sell the common shares or the warrants in any jurisdiction where the offer or sale is not permitted. This offering is being made in the United States and elsewhere solely on the basis of the information contained in this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common shares or the warrants. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy the common shares or the warrants in any circumstances under which such offer or solicitation is unlawful.

For investors outside the United States: Neither we nor the agent has done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of Units and the distribution of this prospectus outside the United States.

Unless the context otherwise requires, in this prospectus, the term(s) "we", "us", "our", "Company", "our company", "Medicus," and "our business" refer to Medicus Pharma Ltd. and our subsidiaries.

MARKET, INDUSTRY AND OTHER DATA

This prospectus contains estimates, projections and other information concerning our industry, our business, and the markets for our products. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, and similar sources that we believe to be reasonable and reliable.

In addition, assumptions and estimates of our and our industry's future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors." These and other factors could cause our future performance to differ materially from our assumptions and estimates. See "Cautionary Statement Regarding Forward-Looking Statements."

TRADEMARKS AND TRADE NAMES

We own or have rights to certain trademarks that we use in conjunction with the operations of our business. Each trademark, trade name, service mark or copyright of any other company appearing or incorporated by reference in this prospectus belongs to its holder. Solely for convenience, trademarks, trade names, service marks and copyrights referred to in this prospectus may appear with or without the "©", "®" or "™" symbols, but the inclusion, or not, of such references are not intended to indicate, in any way, that we, or the applicable owner, will not assert, to the fullest extent possible under applicable law, our or their, as applicable, rights to these trademarks, trade names service marks or copyrights. We do not intend our use or display of other companies' trademarks, trade names, service marks or copyrights to imply a relationship with, or endorsement or sponsorship of us by, such other companies.

PRESENTATION OF FINANCIAL INFORMATION

Unless otherwise indicated, the consolidated financial statements and related notes included in this prospectus have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Our functional currency is U.S. dollars.

ii