Core Insights - November is recognized as Men's Health Awareness Month, highlighting advancements in cancer detection and treatment, particularly for prostate and skin cancer, which are prevalent among men [1][3] Prostate Cancer Treatment - Traditional hormone deprivation therapy for advanced prostate cancer is associated with increased cardiovascular risks, prompting the development of next-generation therapies that aim to mitigate these risks while effectively managing cancer [2][12] - Medicus Pharma has acquired Antev, a UK-based biotech company, which is developing Teverelix, a novel GnRH antagonist designed to reduce cardiovascular risks in patients with advanced prostate cancer [11][12] - Teverelix has shown promising results in clinical trials, achieving over 90% testosterone suppression in a Phase 2a study, although it did not maintain this level beyond 42 days [13][14] Skin Cancer Treatment - Basal cell carcinoma (BCC) is the most common skin cancer in the U.S., with 5 million new cases annually, and current treatments like Mohs surgery are costly and invasive [4][6] - Medicus Pharma's subsidiary, SkinJect Inc., is developing a dissolvable microneedle patch that delivers chemotherapy directly to skin lesions, providing a non-surgical and more patient-friendly treatment option [5][9] - The company is conducting multiple clinical studies to evaluate the safety and efficacy of this innovative treatment, with recent regulatory approvals in the UK to expand ongoing studies [17] Strategic Collaborations and Future Developments - Medicus Pharma has entered a non-binding memorandum of understanding with Helix Nanotechnologies to explore joint development opportunities, particularly in mRNA vaccine technology [10] - The company is also collaborating with the Gorlin Syndrome Alliance to facilitate access to its investigational SkinJect treatment for patients with Gorlin Syndrome, aiming to collect real-world data to support future regulatory submissions [16]

As filed with the Securities and Exchange Commission on November 19, 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 MEDICUS PHARMA LTD. (Exact name of Registrant as specified in its charter) ______________________________ (State or other jurisdiction of incorporation or organization) Ontario, Canada 2834 98-1778211 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Ide ...

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Core Insights - Medicus Pharma Ltd. has submitted an FDA Commissioner's National Priority Voucher application for its Doxorubicin Microneedle Array (D-MNA) to treat basal cell carcinoma (BCC), aligning with national health priorities [1][4][5] - The FDA's new approval pathway aims to expedite drug review times for products addressing significant public health needs, potentially reducing review times from 10-12 months to 1-2 months [2][3] Company Overview - Medicus Pharma Ltd. focuses on advancing clinical development programs for innovative therapeutics, with a particular emphasis on non-invasive treatments for skin cancer [1][24] - The company is actively engaged in clinical studies across multiple countries, including the United States and the United Arab Emirates [24] Clinical Development Program - The SKNJCT-003 program is a Phase 2 clinical study evaluating the efficacy of D-MNA in treating nodular BCC, with over 60% clinical clearance reported in interim analyses [11][12] - The study has expanded to include 90 participants, with over 75% already randomized [13] - A second clinical study, SKNJCT-004, has commenced in the UAE, with plans to randomize 36 patients [14][15] Public Health Impact - SkinJect addresses a significant public health issue by providing a non-surgical treatment option for BCC, which affects over five million new patients annually in the U.S. [6][17] - The treatment is particularly beneficial for patients with Gorlin syndrome, a rare genetic disorder leading to multiple BCCs, who often face repeated surgeries [10][21] Regulatory Developments - The FDA has indicated that products meeting specific criteria may receive accelerated approval, enhancing the potential for quicker market access for SkinJect [3][15] - Medicus has received regulatory approvals in the UK to expand its Phase 2 study, confirming compliance with local clinical standards [16][32] Strategic Collaborations - The company has entered a collaboration with the Gorlin Syndrome Alliance to facilitate expanded access to SkinJect for patients with recurrent or inoperable BCCs [21][22] - Medicus has also announced a memorandum of understanding with Helix Nanotechnologies to explore co-development of mRNA vaccines [18][25] Pipeline Expansion - Medicus completed the acquisition of Antev, a UK-based biotech company, to enhance its pipeline with Teverelix, a GnRH antagonist for advanced prostate cancer [19][20][26]

Core Insights - Medicus Pharma Ltd. has submitted an FDA Commissioner's National Priority Voucher (CNPV) application for its product Skinject (SKNJCT-003), which utilizes a Doxorubicin Microneedle Array (D-MNA) to treat basal cell carcinoma (BCC) non-invasively [1][4][5] - The CNPV program aims to expedite the review process for drugs that align with U.S. national health priorities, potentially reducing review times from 10-12 months to 1-2 months [2][3] - Skinject addresses a significant public health need, offering a non-surgical alternative for BCC treatment, which affects over five million new cases annually in the U.S. [6][7] Company Developments - The company is conducting a Phase 2 clinical study (SKNJCT-003) across nine clinical sites in the U.S., with a focus on evaluating lesion clearance rates and patient tolerability [10][11] - An interim analysis of SKNJCT-003 showed over 60% clinical clearance, with the study expanding to include 90 participants [11][12] - Medicus has received regulatory approvals in the U.K. to expand its Phase 2 study, confirming compliance with local clinical standards [15][32] Product and Technology - Skinject is a single-use, dissolvable microneedle array that delivers a localized therapeutic agent directly into BCC lesions, providing a cost-effective and minimally invasive treatment option [8][9] - The product specifically targets patients with Gorlin syndrome, a rare genetic disorder that leads to multiple BCCs, addressing their unmet medical needs [9][21] Strategic Collaborations - Medicus has entered a collaboration with the Gorlin Syndrome Alliance to facilitate expanded access to Skinject for patients with recurrent or inoperable BCCs [21][22] - The company also announced a non-binding memorandum of understanding with Helix Nanotechnologies to explore co-development of mRNA-based vaccines [18][25] Market Context - The CNPV program is part of a broader initiative by the FDA to enhance drug development for pressing health issues in the U.S., including cancer care access and affordability [2][3][4] - The introduction of Skinject is positioned to reduce healthcare costs and surgical dependence for BCC treatment, aligning with national health priorities [5][17]

Core Viewpoint - Medicus Pharma is expanding its Phase 2 clinical trial for Skinject, a noninvasive therapy for basal cell carcinoma, by including UK sites, which enhances geographical diversity without the costs of a separate study [1][2][5]. Group 1: Clinical Trial Expansion - The UK Regulatory Authority has approved the inclusion of UK sites in the ongoing Skinject 003 study, which initially launched in the summer of 2024 across nine U.S. sites [1][4]. - The expansion allows the company to add at least one UK site to the existing 90-patient study, making it more cost-effective compared to starting a new trial [6][8]. - A separate 36-patient study is currently underway in the Middle East through Cleveland Clinic Abu Dhabi [2][5]. Group 2: Regulatory and Development Progress - The company has completed a Type-C meeting with the FDA and anticipates a Fast-Track designation following its end-of-Phase 2 meeting in Q1 2025 [2][8]. - The groundwork laid in the Middle East, UK, and U.S. is expected to contribute to a robust pivotal study design and execution [9]. - The company is optimistic about positive findings from the trial, which could lead to a pivotal study [5][9].

Core Insights - Medicus Pharma Ltd. is advancing clinical development programs for doxorubicin-containing microneedle array (D-MNA) and Teverelix, a next-generation GnRH antagonist [1] Financial and Operational Results - The company announced its financial and operating results for the quarter ending September 30, 2025 [1] - Important corporate updates were highlighted in the announcement [1]

Financial Performance - Total current assets increased to $9,781,412 as of September 30, 2025, compared to $5,378,307 as of December 31, 2024, representing an 81.5% increase[14] - Total liabilities rose significantly to $10,782,551 as of September 30, 2025, from $2,512,174 as of December 31, 2024, marking a 329.5% increase[14] - Operating expenses for the three months ended September 30, 2025, totaled $15,426,340, a substantial increase from $2,334,261 in the same period of 2024, reflecting a 561.5% rise[15] - The net loss for the period attributable to common shareholders was $20,935,830 for the three months ended September 30, 2025, compared to $2,278,747 for the same period in 2024, indicating a 818.5% increase in losses[15] - The company reported a comprehensive loss attributable to common shareholders of $20,925,002 for the three months ended September 30, 2025, compared to $2,278,747 in 2024, representing a 818.4% increase[15] - The net loss for the period ending September 30, 2024, was $2,278,747, contributing to an accumulated deficit of $(25,367,351)[19] - For the nine months ended September 30, 2025, the net loss was $27,259,804, compared to a net loss of $7,618,964 for the same period in 2024, representing an increase in loss of approximately 257%[22] - The company reported an accumulated deficit of $56,163,630 as of September 30, 2025, which includes $43,779,386 accumulated by the company on a consolidated basis[128] - The company expects to incur significant operating losses for the foreseeable future and may never become profitable[126] Shareholder Equity and Capital Raising - Shareholders' equity attributable to Medicus Pharma Ltd. decreased to $(910,126) as of September 30, 2025, from $3,134,704 as of December 31, 2024, indicating a significant decline[14] - The company issued 1,490,000 common shares, raising $2,076,507 in connection with Regulation A, net of issuance costs of $483,020[17] - The company raised $9,790,015 from the issuance of common shares and warrants during the nine months ended September 30, 2025[22] - The Company completed a Regulation A Offering of 1,490,000 units at $2.80 per unit on March 10, 2025, with proceeds of $4,126,639 from the exercise of warrants[129] - The company closed its public offering on June 2, 2025, with gross proceeds of $7.0 million from the issuance of 2,260,000 units at a price of $3.10 per unit[130] - The Company sold a total of 710,030 common shares to Yorkville under the SEPA for proceeds of approximately $1.61 million, with share prices ranging from $2.19 to $2.35[86] - The Company has the option to sell up to $15,000,000 of common shares to the Investor under the SEPA over a 36-month period[134] Research and Development - The company incurred $8,717,475 in in-process research and development (IPR&D) expenses for Teverelix during the three months ended September 30, 2025, with no comparable expenses in 2024[15] - Research and development expenses increased by $1,120,638 and $2,967,881 for the three and nine months ended September 30, 2025, primarily due to increased clinical trial activity for SKNJCT-003 and SKNJCT-004[120] - The Company is currently conducting a Phase 2 clinical study (SKNJCT-003) for a novel treatment with interim analysis showing more than 60% clinical clearance[95] - The Company received approval from the UAE Department of Health to commence a clinical study (SKNJCT-004) for non-invasive treatment of BCC, randomizing 36 patients across four clinical sites[96] - The Company recognized all costs allocated to IPR&D as research and development expenses, as these assets had no alternative future use[82] Cash Flow and Liquidity - Cash and cash equivalents rose to $8,662,091 as of September 30, 2025, compared to $4,164,323 as of December 31, 2024, reflecting a 107.5% increase[14] - Net cash used in operating activities for the nine months ended September 30, 2025, was $16,167,654, compared to $7,055,679 for the same period in 2024, indicating a 129% increase in cash outflow[22] - Cash provided by financing activities for the nine months ended September 30, 2025, was $25,286,315, an increase of $14,643,815 from $10,642,500 in 2024[141] - Cash used in operating activities for the nine months ended September 30, 2025, was $16,167,654, an increase of $9,111,975 compared to $7,055,679 for the same period in 2024[139] - The cash balance at the end of the period was $8,662,091, an increase of $3,355,932 from $5,306,159 at the end of the same period in 2024[139] Strategic Initiatives - The company anticipates future growth driven by new product launches and market expansion strategies[18] - The acquisition strategy remains a key focus, with ongoing evaluations of potential targets to enhance market position[18] - The company plans to invest in new technologies to enhance product offerings and customer experience[18] - The company plans to expand its market presence through strategic partnerships and acquisitions[10.3] - The Company completed the acquisition of 98.6% of Antev for approximately $2.97 million in cash and shares, expanding its drug development pipeline[99] - The Company completed the acquisition of Antev, resulting in a net cash payment of $4,619,152, including transaction costs[22] Operational Efficiency - The company aims to improve operational efficiency, targeting a reduction in costs by 8.52% in the upcoming fiscal year[18] - The Company plans to implement measures to improve internal controls over financial reporting to address identified material weaknesses[160] Compliance and Governance - The principal executive and financial officers certified compliance with the Sarbanes-Oxley Act, ensuring financial integrity[31.1][31.2] - Medicus Pharma Ltd. is committed to transparency and will provide unredacted copies of certain documents upon SEC request[172] - The bylaws of Medicus Pharma Ltd. were updated as of August 11, 2025, reflecting current operational standards[3.1] - The company executed a Securities Purchase Agreement with YA II PN, Ltd. on September 17, 2025[10.2] - The Company recognized stock-based compensation expenses of $1,082,482 for the nine months ended September 30, 2025, compared to $621,395 for the same period in 2024[63]

Group 1 - Proactive provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [2] - The news team covers medium and small-cap markets, as well as blue-chip companies, commodities, and broader investment stories [3] - Proactive's content includes insights across various sectors such as biotech, pharma, mining, natural resources, battery metals, oil and gas, crypto, and emerging technologies [3] Group 2 - Proactive is committed to adopting technology to enhance workflows and content production [4] - The company utilizes automation and software tools, including generative AI, while ensuring all content is edited and authored by humans [5]

Core Viewpoint - Medicus Pharma Ltd. has received full regulatory and ethical approvals in the United Kingdom to expand its ongoing Phase 2 clinical study (SKNJCT-003) for Doxorubicin Microneedle Array (D-MNA) aimed at non-invasive treatment of basal cell carcinoma (BCC) of the skin [1]. Group 1 - The expansion of the clinical study into the UK is intended to enhance global patient recruitment and clinical dataset for a pivotal study program [1]. - The focus of the study is on evaluating a novel therapeutic asset, D-MNA, which represents a potentially disruptive approach in the treatment of BCC [1].