| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Medicus Pharma Ltd. (Name of Issuer) |
Common Shares, no par value per share (Title of Class of Securities) |
58471K202 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 58471K202 |
| 1 | Names of Reporting Persons Ajay Raju | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 16.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) Consists of 2,000,000 common shares (the "Common Shares") of Medicus Pharma Ltd. (the "Company") held of record by 215 Capital Togo PHL Fund I, LP ("215 Capital"). Togo PHL Management LLC (the "Management Company") has been delegated the responsibilities of the general partner of 215 Capital, Togo PHL Fund I GP, LLC, including the voting and dispositive power over the shares reported herein. Mr. Ajay Raju is responsible for managing the affairs of the Management Company including the voting and dispositive power over the shares reported herein. Mr. Raju therefore may be deemed to have voting and dispositive power over the shares reported herein.
(2) Based on 11,816,721 Common Shares outstanding as of September 30, 2024 as reported in the Company's Management's Discussion and Analysis of Results of Operations and Financial Condition filed as Exhibit 99.1 to the Company's Form 6-K filed on November 25, 2024.
SCHEDULE 13G |
| CUSIP No. | 58471K202 |
| 1 | Names of Reporting Persons 215 Capital Togo PHL Fund I, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 16.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) Consists of 2,000,000 the Common Shares of the Company held of record by 215 Capital Togo PHL Fund I, LP ("215 Capital"). The Management Company has been delegated the responsibilities of the general partner of 215 Capital, Togo PHL Fund I GP, LLC, including the voting and dispositive power over the shares reported herein. Mr. Ajay Raju is responsible for managing the affairs of the Management Company including the voting and dispositive power over the shares reported herein. Mr. Raju therefore may be deemed to have voting and dispositive power over the shares reported herein.
(2) Based on 11,816,721 Common Shares outstanding as of September 30, 2024 as reported in the Company's Management's Discussion and Analysis of Results of Operations and Financial Condition filed as Exhibit 99.1 to the Company's Form 6-K filed on November 25, 2024.
SCHEDULE 13G |
| CUSIP No. | 58471K202 |
| 1 | Names of Reporting Persons Togo PHL Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 16.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Consists of 2,000,000 the Common Shares of the Company held of record by 215 Capital Togo PHL Fund I, LP ("215 Capital"). The Management Company has been delegated the responsibilities of the general partner of 215 Capital, Togo PHL Fund I GP, LLC, including the voting and dispositive power over the shares reported herein. Mr. Ajay Raju is responsible for managing the affairs of the Management Company including the voting and dispositive power over the shares reported herein. Mr. Raju therefore may be deemed to have voting and dispositive power over the shares reported herein.
(2) Based on 11,816,721 Common Shares outstanding as of September 30, 2024 as reported in the Company's Management's Discussion and Analysis of Results of Operations and Financial Condition filed as Exhibit 99.1 to the Company's Form 6-K filed on November 25, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Medicus Pharma Ltd. | |
| (b) | Address of issuer's principal executive
offices: Suite 3400 - 100 King St W, Toronto, ON M5X 1A4, Canada | |
| Item 2. | ||
| (a) | Name of person filing: i. Ajay Raju
ii. Togo PHL Management LLC;
iii. 215 Capital Togo PHL Fund I, LP; | |
| (b) | Address or principal business office or, if
none, residence: Two Liberty Place
50 South 16th Street
Suite 2710
Philadelphia, Pennsylvania 19102 | |
| (c) | Citizenship: i. Ajay Raju (United States)
ii. Togo PHL Management LLC (Delaware)
iii. 215 Capital Togo PHL Fund I, LP (Delaware) | |
| (d) | Title of class of securities: Common Shares, no par value per share | |
| (e) | CUSIP No.: 58471K202 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information contained in Items 5-9 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4. | |
| (b) | Percent of class: 16.9 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 2,000,000 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 2,000,000 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
99.1 Joint Filing Agreement |