| 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 (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 Melani Kenneth R. | ||||||||
| 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 3,323,741.00 | ||||||||
| 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) 28.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Includes: (i) 409,411 common shares held by Dr. Kenneth Melani and (ii) 2,914,330 common shares held by Velocity Fund Partners, LP and entity controlled by Dr. Kenneth Melani. Dr. Kenneth Melani may be deemed the beneficial owner of securities held by Velocity Fund Partners, LP. Dr. Kenneth Melani disclaims beneficial ownership of such securities except to the extent of his direct ownership.
SCHEDULE 13G |
| CUSIP No. | 58471K202 |
| 1 | Names of Reporting Persons VELOCITY FUND PARTNERS, 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 2,914,330.00 | ||||||||
| 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) 24.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Medicus Pharma Ltd. | |
| (b) | Address of issuer's principal executive
offices: 300 CONSHOHOCKEN STATE RD., SUITE 200, W. CONSHOHOCKEN, PENNSYLVANIA, 19428. | |
| Item 2. | ||
| (a) | Name of person filing: This statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) Dr. Kenneth Melani; and
(ii) Velocity Fund Partners, LP | |
| (b) | Address or principal business office or, if
none, residence: The principal business address of each of the Reporting Persons is as follows:
1100 Stonegate Manor
Cheswick, PA 15024 | |
| (c) | Citizenship: See Row (4) of each Reporting Person's cover page. | |
| (d) | Title of class of securities: Common Shares, no par value | |
| (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: Dr. Kenneth Melani directly owns 409,411 common shares of Medicus Pharma Ltd. (the "Company"). Velocity Fund Partners, LP an entity controlled by Dr. Kenneth Melani, directly owns 2,914,330 common shares. Dr. Kenneth Melani may be deemed the beneficial owner of the securities held by Velocity Fund Partners, LP. Dr. Kenneth Melani disclaims beneficial ownership of such securities except to the extent of this direct ownership. | |
| (b) | Percent of class: See Row (11) of each Reporting Person's cover page. The percentages used herein are calculated based upon an aggregate of 11, 816,721 common shares reported by the Company to be outstanding as of November 22, 2024, as reflected in the Company's Management's Discussion and Analysis filed as Exhibit 99.1 to the Companyes Form 6-K filed on November 25th, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Row (5) of each Reporting Person's cover Page | ||
| (ii) Shared power to vote or to direct the
vote: See Row (6) of each Reporting Person's cover Page | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Row (7) of each Reporting Person's cover Page | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Row (8) of each Reporting Person's cover Page | ||
| 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
|
| 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. |
|
|
|
|
Exhibit
Information |
Exhibit 99.1: Joint Filing Agreement |