Medicus Pharma Ltd. Common Stock (MDCX) Form 3 Medicus Pharma / Edward J. Brennan ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Brennan Edward J.

(Last) (First) (Middle)

300 CONSHOHOCKEN STATE ROAD

SUITE 200

(Street)

W. CONSHOHOCKEN PA 19428

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2024

3. Issuer Name and Ticker or Trading Symbol
Medicus Pharma Ltd. [ MDCX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Scientific Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, no par value ("Common Shares")	86,500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	10/24/2028	Common Shares	75,000	0.81(2)	D
Stock Option (right to buy)	(3)	12/17/2029	Common Shares	20,000	2.75(4)	D
Warrants (right to buy)	(5)	11/15/2029	Common Shares	24,000	4.64	D

Explanation of Responses:

1. The option has vested and is exercisable as of the date hereof.

2. Represents an exercise price of $1.16 Canadian dollars, converted to U.S. dollars at the daily average exchange rate of $1.00 to CAD$1.4379 reported by the Bank of Canada on December 30, 2024.

3. The option was granted on December 17, 2024. The option is scheduled to vest quarterly in four equal installments over one year.

4. Represents an exercise price of $3.95 Canadian dollars, converted to U.S. dollars at the daily average exchange rate of $1.00 to CAD$1.4379 reported by the Bank of Canada on December 30, 2024.

5. The warrants are exercisable as of the date hereof.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ James Quinlan, as Attorney-in-Fact, for Edward J. Brennan	12/31/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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