Medicus Pharma Ltd — Current Report (Form 8-K)

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 28, 2025

MEDICUS PHARMA LTD.
(Exact name of registrant as specified in its charter)

300 Conshohocken State Road, Suite 200
Conshohocken, Pennsylvania, United States 19428
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (610) 540-7515

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Financial Officer

Effective on November 28, 2025, James Quinlan, Chief Financial Officer of Medicus Pharma Ltd. (the "Company"), resigned as an officer and an employee of the Company. Mr. Quinlan had been on a medical leave of absence since September 12, 2025.

Appointment of Chief Financial Officer

Effective on December 1, 2025, Carolyn Bonner, President of the Company as well as Acting Chief Financial Officer of the Company since September 12, 2025 in Mr. Quinlan's absence, was appointed as Chief Financial Officer of the Company. Ms. Bonner will also continue to serve as President of the Company, a role she has held since September 2023.

Prior to joining the Company, Ms. Bonner, 41, was the  President & Chief Executive Officer of PCL, Inc. (2019-2023), a CAP-accredited specialty laboratory with business operations in the United States and United Arab Emirates. Prior to that, she held roles in business development and corporate development at Rosetta Genomics Ltd., a Nasdaq listed molecular diagnostics company, and Inform Diagnostics, Inc. (formerly Lakewood Pathology), where she began her career in 2006. Ms. Bonner holds a Bachelor of Science degree in Marketing from West Chester University of Pennsylvania.

In connection with Ms. Bonner's appointment as Chief Financial Officer and continued service as President, the Company entered into an amended and restated employment agreement with Ms. Bonner with an effective date of December 1, 2025, for a term of five years unless mutually agreed otherwise (the "Agreement"). Pursuant to the Agreement, Ms. Bonner will receive an annual base salary of $395,000 and will be eligible to participate in the Company's annual discretionary bonus plan at target levels of up to (i) 60% of her base salary in her first year of employment under the Agreement, (ii) 70% of her base salary in her second year of employment under the Agreement, (iii) 80% of her base salary in her third year of employment under the Agreement, (iv) 90% of her base salary in her fourth year of employment under the Agreement and (v) 100% of her base salary in her fifth year of employment under the Agreement. Ms. Bonner is also eligible to receive Company stock options at the discretion of the board of directors of the Company or its compensation committee.

There are no family relationships between Ms. Bonner and any director or executive officer of the Company pursuant to Item 401(d) of Regulation S-K and the Company has not entered into any transactions with Ms. Bonner that are reportable pursuant to Item 404(a) of Regulation S-K. Except as described above, there are no arrangements or understandings between Ms. Bonner and any other persons pursuant to which she was selected as an executive officer of the Company.

Item 7.01 Regulation FD Disclosure.

A press release announcing Mr. Quinlan's resignation and Ms. Bonner's appointment, described in Item 5.02 herein, is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: December 1, 2025