UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 1716, 2025

MEDICUS PHARMA LTD.
(Exact name of registrant as specified in its charter)

Ontario	001-42408	98-1778211
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

300 Conshohocken State Road, Suite 200
Conshohocken, Pennsylvania, United States 19428
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (610) 540-7515

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common shares, no par value	MDCX	NASDAQ Capital Market
Warrants, each exercisable for one common share at an exercise price of $4.64 per share	MDCXW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☑

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

Item 13.0102. ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

~~Securities~~Pursuant to the previously disclosed Standby Equity Purchase Agreement (the "SEPA"), dated February 10, 2025, between Medicus Pharma Ltd. (the "Company") and ~~Debenture~~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:

On September 17, 2025, Medicus Pharma Ltd., a company incorporated under the laws of the Province of Ontario, Canada (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with YA II PN, Ltd. ("Yorkville"), in connection with the issuance and sale by the Company of a debenture (the "Debenture") in the principal amount of $8,000,000 (the "Subscription Amount"). Yorkville purchased and the Company issued the Debenture upon the signing of the Purchase Agreement. Net proceeds to the Company from the issuance of the Debenture were approximately $5.7 million after giving effect to (a) the complete satisfaction and discharge of the approximately $1.7 million remaining outstanding balance of the $5.0 million aggregate principal amount of debentures that Yorkville purchased from the Company pursuant to that certain purchase agreement dated as of May 2, 2025 (the “Existing Debt Balance”) and (b) the original issue discount on the Subscription Amount and certain other fees and expenses. Contemporaneously with the execution and delivery of the Purchase Agreement, each of the Company's subsidiaries entered into a global guaranty agreement (the "Guaranty") in favor of Yorkville with respect to the Company's obligations under the Purchase Agreement and the Debenture. Capitalized terms used, but not otherwise defined, herein have the meaning ascribed to such terms in the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1.

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

~~Interest~~The ~~will~~Company ~~accrue~~may oncause ~~the~~Yorkville ~~outstanding~~to ~~principal~~purchase ~~amount~~additional ofCommon ~~the~~Shares ~~Debenture~~under atthe anSEPA ~~annual~~from ~~rate~~time ofto ~~8.00%~~time, subject to athe ~~potential~~satisfaction ~~increase~~or towaiver 18of the conditions and limitations set forth in the SEPA.~~00%~~ ~~per~~The ~~annum~~Company ~~upon~~has used part of the ~~occurrence~~net proceeds from the SEPA Advances to prepay a portion of the debenture the Company has outstanding with Yorkville, as described in that certain ~~events~~Current ofReport ~~default~~on Form 8-K dated September 18, 2025. The ~~Debenture~~Common ~~will~~Shares ~~mature~~were onissued ~~September~~and 17sold to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act of 1933, ~~2026~~as amended (the "~~Maturity~~Securities ~~Date~~Act"), afforded by Section 4(a)(2) of the Securities Act. The Company ~~will~~is ~~repay~~relying ~~the~~on ~~Subscription~~this ~~Amount~~exemption offrom ~~the~~registration ~~Debenture~~based in ~~monthly~~part ~~installments~~on ofrepresentations ~~$650,000~~made ~~plus~~by ~~accrued~~Yorkville ~~and~~in ~~unpaid~~the ~~interest,~~SEPA. inYorkville ~~cash,~~may asresell ofthe ~~such~~Common ~~payment~~Shares ~~date~~it ~~starting~~has onpurchased from the ~~45-day~~Company ~~anniversary~~under of the ~~issuance~~SEPA ~~date~~from oftime ~~the~~to ~~Debenture.~~time ~~Any~~pursuant ~~principal~~to ~~and~~an ~~interest~~effective ~~outstanding~~registration asstatement ofwhich ~~the~~has ~~Maturity~~been ~~Date~~filed ~~will~~by bethe ~~due~~Company ~~and~~in ~~payable~~accordance onwith its requirements under the ~~Maturity~~SEPA ~~Date.~~for such purposes

~~The~~This ~~Debenture~~report ~~provides~~shall ~~the~~not ~~Company~~constitute ~~with~~ an ~~optional~~offer ~~redemption right pursuant~~ to ~~which~~sell ~~the~~or ~~Company,~~a atsolicitation ~~any~~of ~~time,~~an ~~may~~offer ~~redeem~~to inbuy ~~cash,~~nor inshall ~~whole~~there orbe inany ~~part,~~sale ~~all~~of ~~amounts~~these ~~outstanding~~securities ~~under~~in ~~the~~any ~~Debenture~~state ~~prior~~or tojurisdiction ~~the~~in ~~Maturity~~which ~~Date.~~such ~~The~~offer, ~~redemption~~solicitation ~~amount~~or ~~shall~~sale would be ~~equal~~unlawful prior to the ~~outstanding~~registration ~~principal~~or ~~balance~~qualification ~~being~~under ~~redeemed by~~ the ~~Company,~~securities ~~plus~~laws ~~all accrued and unpaid interest in respect~~ of ~~such~~any ~~redeemed principal amount as of~~ such ~~redemption~~state ~~date~~or jurisdiction.

The foregoing descriptions of the Purchase Agreement, Guaranty and Debenture do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are filed herewith as Exhibits 10.1, 10.2 and 4.1, respectively, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein in its entirety.

Item 8.01. Other Events.

On September 18, 2025, the Company issued a press release relating to, among other things, the transactions referenced in Items 1.01 and 2.03 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1*		Debenture dated as of September 17, 2025.
10.1*#		Securities Purchase Agreement, by and between Medicus Pharma Ltd. and YA II PN, Ltd., dated September 17, 2025.
10.2*		Global Guaranty Agreement made by the subsidiaries of Medicus Pharma Ltd. set forth in Schedule I thereto, dated September 17, 2025.
99.1		Press Release, dated September 18, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL document).
*		Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
#		Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

Forward Looking Statements

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as "plan," "believe," "goal," "target," "aim," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-~~looking~~Looking statements are based on the current expectations and beliefs of the Company's management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including the risks and uncertainties detailed from time to time in the Company's filings with the Securities and Exchange Commission (the "SEC"). Potential investors, shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. The Company does not assume any obligation to publicly update any forward-looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company's filings with the SEC, which are available at www.sec.gov.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 statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

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: September 18, 2025~~

Dated: October 17, 2025

Filing Compare · Medicus Pharma Ltd.