Form SCHEDULE 13G/A Medicus Pharma Ltd. Filed by: Bokhari Raza
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Medicus Pharma Ltd. (Name of Issuer) |
Common shares, no par value (Title of Class of Securities) |
58471K202 (CUSIP Number) |
12/31/2025 (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
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| CUSIP No. | 58471K202 |
| 1 | Names of Reporting Persons
Bokhari Raza | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,218,173.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Includes: (i) 425,000 common shares underlying stock options held by Dr. Raza Bokhari that are currently exercisable or will become exercisable within 60 days of the date hereof and (ii) 793,173 common shares held by RBx Capital, LP, an entity controlled by Dr. Raza Bokhari. Dr. Raza Bokhari may be deemed the beneficial owner of securities held by RBx Capital, LP. Dr. Raza Bokhari disclaims beneficial ownership of such securities except to the extent of his direct ownership.
SCHEDULE 13G
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| CUSIP No. | 58471K202 |
| 1 | Names of Reporting Persons
RBx Capital, 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
793,173.00 | ||||||||
| 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)
3.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Medicus Pharma Ltd. | |
| (b) | Address of issuer's principal executive offices:
300 Conshohocken State Road, Suite 200, W. Conshohocken, PA 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. Raza Bokhari; and
(ii) RBx Capital, LP. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:
300 Conshohocken State Rd., Suite 200
W. Conshohocken, PA 19428 | |
| (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. Raza Bokhari directly owns 425,000 common shares of Medicus Pharma Ltd. (the "Company") underlying stock options that are currently exercisable or will become exercisable within 60 days of the date hereof. RBx Capital, LP, an entity controlled by Dr. Raza Bokhari, directly owns 793,173 common shares. Dr. Raza Bokhari may be deemed the beneficial owner of securities held by RBx Capital, LP. Dr. Raza Bokhari disclaims beneficial ownership of such securities except to the extent of his direct ownership. | |
| (b) | Percent of class:
See Row (11) of each Reporting Person's cover page. The percentages used herein are calculated based upon on an aggregate of 25,114,144 common shares reported by the Company to be outstanding as of December 22, 2025, as reflected in the Company's registration statement on form S-3 filed with the Commission on December 29, 2025. %
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| (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. | |
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
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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
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Exhibit 99.1 - Joint Filing Agreement was previously filed: https://www.sec.gov/Archives/edgar/data/1660525/000095014225000305/eh250585284_ex9901.htm |
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