8-K - MDCX - Equibles

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):

            April 21, 2026

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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC") on December 30, 2025, Medicus Pharma Ltd. (the "Company") entered into an Equity Distribution Agreement (the "Agreement") with Maxim Group LLC ("Maxim") and Yorkville Securities, LLC ("Yorkville Securities", and together with Maxim, the "Agents"). On April 23, 2026, the Company and the Agents entered into Amendment No. 1 to the Agreement (the "First Amendment", and together with the Agreement, the "Amended Agreement"), pursuant to which the Company increased the size of the aggregate offering amount from $15,349,674 to up to $50,000,000 (the "ATM Upsize"). Pursuant to the terms of the Amended Agreement, the Company may sell from time to time through the Agents its common shares, no par value (the "Shares"), for an aggregate offering amount of up to $50,000,000 (the "ATM Offering Program"). Sales of Shares under the Amended Agreement may be made in any transaction that is deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended. As of the date hereof, the Company has raised approximately $11.5 million pursuant to the ATM Offering Program.

In connection with the execution of the First Amendment, the Company filed, on April 23, 2026, a prospectus supplement to the Company's shelf registration statement on Form S-3 (Registration No. 333-292475) registering the ATM Upsize.

The foregoing descriptions of the Agreement and the First Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 30, 2025, which is incorporated herein by reference, and the First Amendment, which is filed hereto as Exhibit 10.1.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 21, 2026, the Company received written notice (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq"), notifying the Company that the closing bid price for the Company's Shares had been below $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2).

The Notice has no immediate effect on the listing or trading of the Shares on the Nasdaq Capital Market.

In accordance with the Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until October 19, 2026, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Shares must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-day period.

If the Company is not in compliance by October 19, 2026, the Company may qualify for a second 180 calendar-day period to regain compliance. If the Company does not qualify for, or fails to regain compliance during the second compliance period, then Nasdaq will notify the Company of its determination to delist the Shares, at which point the Company would have an option to appeal the delisting determination to a Nasdaq hearings panel.

The Company intends to actively monitor the closing bid price of the Shares and may, if appropriate, implement available strategies to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit <br>No.	Description
5.1	Opinion of Bennett Jones LLP
10.1	Amendment No. 1 to the Equity Distribution Agreement, dated April 23, 2025, among Medicus Pharma Ltd., Maxim Group LLC and Yorkville Securities, LLC.
104.1	Cover Page Interactive Data File (embedded within the inline XBRL document).

Forward Looking Statements

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. Such forward-looking statements include, but are not limited to, statements concerning future sales of Shares under the ATM Offering Program and the Company's intention to regain compliance with the Nasdaq minimum bid price requirement. 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 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 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.

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: April 24, 2026

Medicus Pharma Ltd.: Exhibit 5.1 - Filed by newsfilecorp.com

Exhibit 5.1

April 23, 2026

Medicus Pharma Ltd.

300 Conshohocken State Rd., Suite 200

W. Conshohocken, PA 19428

Dear Mesdames/Sirs:

Re: Medicus Pharma Ltd. - Registration Statement on Form S-3

We have acted as special Canadian legal counsel to Medicus Pharma Ltd., an Ontario corporation (the "Company"), in connection with the Company's registration statement on Form S-3 filed on December 29, 2025 (as amended and supplemented from time to time, the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC"). The Registration Statement registers the issuance and sale of the Company's common shares ("Common Shares"), preferred shares ("Preferred Shares"), warrants ("Warrants"), Subscription Rights ("Subscription Rights") and units, comprised of one or more other Common Shares, **** Preferred Shares, Warrants and Subscription Rights, in any combination ("Units" and, together with the Common Shares, Preferred Shares, Warrants, and Subscription Rights, the "Securities").

The Registration Statement includes (i) a base prospectus covering the potential offering, issuance, and sale from time to time of the Securities in one or more offerings with a total offering price of up to US$100,000,000 and (ii) a prospectus supplement, as supplemented by Amendment No. 1 thereto ("ATM Prospectus Supplement"), covering the potential offering, issuance, and sale from time to time under one or more at the market offerings of the Common Shares having an aggregate gross sales price of up to US$50,000,000 (the "ATM Program Shares") pursuant to an equity distribution agreement among the Company, Maxim Group LLC and Yorkville Securities, LLC (as amended by Amendment No. 1 thereto, the "Equity Distribution Agreement"), and may be supplemented in the future by one or more other prospectus supplements (together with the ATM Prospectus Supplement, each a "Prospectus Supplement").

In connection with this opinion, we have reviewed and relied upon originals, photocopies or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the ATM Prospectus Supplement, the Company's Articles of Incorporation, the Company's Articles of Amendment, the Company's Bylaws, records of the Company's corporate proceedings in connection with the issuance, sale and delivery of the ATM Program Shares, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion.

With respect to the foregoing documents, we have assumed, without independent investigation:

(i) the authenticity of all records, documents, and instruments submitted to us as originals;

(ii) the genuineness of all signatures on all agreements, instruments and other documents submitted to us;

(iii) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments or other documents submitted to us;

(iv) the authenticity and the conformity to the originals of all records, documents, and instruments submitted to us as copies;

(v) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for purposes of this opinion are true and correct;

(vi) the due authorization, execution and delivery of all agreements, instruments and other documents by all parties thereto (other than the due authorization, execution and delivery of each such agreement, instrument and document by the Company);

(vii) that the Registration Statement has been declared effective pursuant to the U.S. Securities Act of 1933, as amended (the "Securities Act");

(viii) that the Company has the necessary corporate power and capacity to authorize, create, authenticate, issue, sell, and deliver the Securities and perform its obligations under the terms and conditions of the Securities;

(ix) that the Company has the necessary corporate power and capacity to enter into, execute, deliver, and perform its obligations under the terms and conditions of any purchase, underwriting, or other agreement, certificate, indenture, or instrument relating to the Company's creation, authentication, issuance, sale, and/or delivery of any Securities to which the Company is party (any such agreement, the "Agreement");

(x) that all necessary corporate action has been taken by the Company to duly authorize the execution and delivery by the Company of any Agreement and the performance of its obligations under the terms and conditions thereof;

(xi) that all necessary corporate action has been taken by the Company to duly authorize, create, authenticate, sell, deliver, and issue the Securities and to perform its obligations under the terms and conditions of the Securities, and all of the terms and conditions relevant to the execution, delivery, and issuance of the Securities in the applicable Agreement have been complied with;

(xii) that all necessary corporate action has been taken by the Company to duly authorize the terms of the offering of the Securities and related matters;

(xiii) that any Agreement (a) has been duly authorized, executed and delivered by all parties thereto and such parties had the capacity to do so; (b) constitutes a legal, valid and binding obligation of all parties thereto; and (c) is enforceable in accordance with its terms against all parties thereto;

(xiv) that the Securities have been duly authorized, created, authenticated, sold and delivered and validly issued by the Company and any other person signing or authenticating the Securities, as applicable;

(xv) that the terms of the offering of the Securities and related matters have been duly authorized by the Company;

(xvi) that the Company has complied, and will comply, with the Business Corporations Act (Ontario);

(xvii) that the execution and delivery of any Agreement and the performance by the Company of its obligations under the terms and conditions thereunder do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the notice of articles or articles of the Company, any resolutions of the board of directors of the Company (the "Board") (or committee thereof) or shareholders of the Company, any agreement or obligation of the Company, any order, ruling, requirement or restriction of, or imposed by, any court or governmental body (including any stock exchange) having jurisdiction over the Company, or applicable law;

(xviii) that the authorization, creation, authentication, sale, delivery and issuance of the Securities and the Company's performance of its obligations under the terms and conditions of the Securities do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the notice of articles or articles of the Company, any resolutions of the Board (or committee thereof) or shareholders of the Company, any agreement or obligation of the Company, any order, ruling, requirement or restriction of, or imposed by, any court or governmental body (including any stock exchange) having jurisdiction over the Company, or applicable law;

(xix) that the terms of the offering of the Securities and related matters do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the notice of articles or articles of the Company, any resolutions of the Board (or committee thereof) or shareholders of the Company, any agreement or obligation of the Company, any order, ruling, requirement or restriction of, or imposed by, any court or governmental body (including any stock exchange) having jurisdiction over the Company, or applicable law;

(xx) that the Company will have received the agreed-upon consideration for the issuance of the offered Securities and such Securities will have been delivered by or on behalf of the Company against payment therefor;

(xxi) that whenever our opinion refers to the Common Shares or Preferred Shares, whether issued or to be issued, as "fully paid and non-assessable" common shares or preferred shares in the capital of the Company, such opinion indicates that the holder of such shares cannot be required to contribute any further amounts to the Company by virtue of its status as holder of such shares, either in order to complete payment for the shares, to satisfy claims of creditors, or otherwise, and no opinion is expressed as to actual receipt by the Company of the consideration for the issuance of such shares or as to the adequacy of any consideration received;

(xxii) that at the time of any offering or sale of any Common Shares, Preferred Shares, Units comprised, in whole or in part, of Common Shares or Preferred Shares, or any Warrants or Subscription Rights exercisable, exchangeable, or convertible into Common Shares or Preferred Shares, in whole or in part, (together, "Convertible Securities") and as of the date of the issuance of any Common Shares or Preferred Shares issuable upon exercise of any convertible securities, there will be sufficient Common Shares or Preferred Shares authorized and unissued under the Company's then operative constating documents and not otherwise reserved for issuance;

(xxiii) that any Common Shares or Preferred Shares issuable upon exercise of offered Convertible Securities will have been duly authorized, created, and reserved for issuance upon such exercise; (xviii) that any Securities issuable upon conversion, exchange, redemption, or exercise of any Securities being offered will be duly authorized, created, and, if appropriate, allotted and reserved for issuance upon such conversion, exchange, redemption, or exercise;

(xxiv) that at or prior to the time of the issuance and delivery of any Securities, the Registration Statement as finally amended (including all necessary post-effective amendments) will have been declared effective under the Securities Act, that the Securities will have been registered under the Securities Act pursuant to the Registration Statement and that such Registration Statement will not have been modified, terminated, or rescinded, and that there will not have occurred any change in law affecting the validity of the issuance of the Securities;

(xxv) that an appropriate Prospectus Supplement with respect to the offered Securities will have been prepared and filed with the SEC in compliance with the Securities Act and the applicable rules and regulations thereunder;

(xxvi) that all Securities will be offered, issued, and sold in compliance with applicable provincial, federal, and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement;

(xxvii) that there is no foreign law (as to which we have made no independent investigation) that would affect the opinions expressed herein; and

(xxviii) that no order, ruling, or decision of any court or regulatory or administrative body is in effect at any time that restricts any trades in securities of the Company or that affects any person or company (including the Company or any of its affiliates) that engages in such a trade.

With respect to the Equity Distribution Agreement, which is governed by and construed in accordance with the laws of the State of New York, we have assumed that such agreement complies with and does not violate the laws of the State of New York.

Our opinion is limited to laws of the Province of Ontario. We have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company. In particular, we express no opinion as to U.S. federal securities laws.

Based upon the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that:

With respect to the Common Shares, when: (a) the Board has taken all necessary corporate action to approve the issuance of, and the terms of the offering of, such Common Shares and all matters related thereto; and (b) the Common Shares have been issued, sold and delivered either (i) (A) in the manner and for the consideration stated in one or more definitive purchase, underwriting or similar Agreements between the Company and one or more third parties as approved by the Board, for the consideration approved by the Board, and as described in the Registration Statement and the applicable **** Prospectus Supplement, and (B) the Common Shares have been duly issued and delivered against full payment therefor, in accordance with the applicable Agreement, or (ii) upon conversion or exercise of any other Securities, in accordance with the terms of such Securities or the Agreement or instrument governing such Securities providing for such conversion or exercise as approved by the Board, for the full consideration approved by the Board, then such Common Shares will be duly and validly issued, fully paid and non-assessable.
With respect to the Preferred Shares, when: (a) the Board has taken all necessary corporate action to approve the issuance of, and the terms of the offering of, such Preferred Shares and all matters related thereto; and (b) the Preferred Shares have been issued, sold and delivered either (i) (A) in the manner and for the consideration stated in one or more definitive purchase, underwriting or similar Agreements between the Company and one or more third parties as approved by the Board, for the consideration approved by the Board, and as described in the Registration Statement and the applicable **** Prospectus Supplement, and (B) the Preferred Shares have been duly issued and delivered against full payment therefor, in accordance with the applicable Agreement, or (ii) upon conversion or exercise of any other Securities, in accordance with the terms of such Securities or the Agreement or instrument governing such Securities providing for such conversion or exercise as approved by the Board, for the full consideration approved by the Board, then such Preferred Shares will be duly and validly issued, fully paid and non-assessable.
The ATM Program Shares have been duly authorized for issuance by the Company and, when issued and sold by the Company and delivered by the Company in accordance with and in the manner described in the Equity Distribution Agreement, Registration Statement, and the ATM Prospectus Supplement, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm's name in the section of the Registration Statement and the prospectus included therein entitled "Experts and Legal Matters". In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC.

This opinion is furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein after the effective date of the Registration Statement.

Yours truly,

/s/ Bennett Jones LLP

Medicus Pharma Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com

MEDICUS PHARMA LTD.

Up to $50,000,000 of Common Shares

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

April 23, 2026

Maxim Group LLC 300 Park Avenue, 16^th^ Floor New York, New York 10022

Yorkville Securities, LLC 1012 Springfield Avenue Mountainside, NJ 07092

Ladies and Gentlemen:

Reference is made to that certain Equity Distribution Agreement, dated as of December 29, 2025 (the "Agreement"), by and among Medicus Pharma Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"), and Maxim Group LLC and Yorkville Securities, LLC, as sales agents (the "Agents"). Capitalized terms used but not defined in this letter agreement shall have the meanings given to them in the Agreement.

Pursuant to Section 15 of the Agreement, the Company and the Agents hereby mutually agree to amend the Agreement by deleting each reference to "$15,349,674" on the cover page of the Agreement and in Section 2(a) of the Agreement and by replacing each such reference with "$50,000,000".

This letter agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. Except as expressly modified by this letter agreement, the Agreement shall continue to be in full force and effect in accordance with its terms.

[Signature page follows].

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this amendment to the Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agents in accordance with its terms.

Very truly yours,
MEDICUS PHARMA LTD.
By:	/s/ Raza Bokhari
	Name: Dr. Raza Bokhari
	Title: Chief Executive Officer & Executive Chairman

[Signature Page to Amendment #1 to EDA]

Confirmed as of the date first above mentioned.

MAXIM GROUP LLC

By: /s/ Ritesh Veera Name: Ritesh Veera Title: Co-Head of Investment Banking

YORKVILLE SECURITIES, LLC

By: /s/ Troy Rillo Name: Troy Rillo Title: Co-CEO

[Signature Page to Amendment #1 to EDA]