SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 1, 2025

Raza Bokhari
Executive Chairman and Chief Executive Officer
Medicus Pharma Ltd.
300 Conshohocken State Rd. Suite 200
W. Conshohocken, PA 19428

 Re: Medicus Pharma Ltd.
 Preliminary Proxy Statement on Schedule 14A
 Filed June 13, 2025
 File No. 001-42408
Dear Raza Bokhari:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Christopher J. Cummings
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Medicus Pharma Ltd.: CORRESP - Filed by newsfilecorp.com

 Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064
 June 23, 2025
 VIA EDGAR
 Division of Corporation Finance
 Office of Life Sciences
 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
 Re:   Medicus Pharma Ltd. Preliminary Proxy Statement on Schedule 14A Filed June 13, 2025 File No. 001-42408
 Ladies and Gentlemen:
 On behalf of Medicus Pharma Ltd. (the "Company"), we acknowledge receipt of the letter from the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission"), dated June 20, 2025 (the "Comment Letter"), with respect to the Company's Preliminary Proxy Statement on Schedule 14A, File No. 001-42408, filed with the Commission on June 13, 2025 (the "Proxy Statement").
 Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the Proxy Statement ("Amendment No. 1"), which reflects changes made in response to the Comment Letter, and certain other updates. For your convenience, each response is prefaced by the exact text of the Staff's corresponding comment in bold, italicized text.
 Preliminary Proxy Statement on Schedule 14A
 Proposal 5 - Share Consolidation or Share Split, page 31
 1.   We note that Proposal 5 is seeking shareholder approval of a special resolution that would authorize the Board of Directors to approve a consolidation or share split of the Company's Common Shares "at a consolidation or share split ratio...to be determined by the Board in its sole discretion". Please revise here and throughout your preliminary proxy statement to disclose a possible range of the potential consolidation ratio, or advise.
 Response : The Company acknowledges the Staff's comment. The Company advises the Staff that the Company is no longer seeking shareholder approval of a special resolution that would authorize the Board of Directors to approve a consolidation or share split of the Company's Common Shares. The Company has revised the Proxy Statement throughout to reflect the fact that Proposal 5 in the Proxy Statement has been removed from Amendment No. 1 and that Proposal 6 in the Proxy Statement has been renumbered as Proposal 5 in Amendment No. 1.

 June 23 2025 Page 2

 2.   Please revise your disclosure to provide further details about the reasons for the potential consolidation or share split including, but not limited to, the intended goals of a consolidation or share split and why such actions would be necessary or desirable in furtherance of the Company's business objectives or capital raising activities.
 Response : Please see the Company's response to Comment 1 above. The Company advises the Staff that as a result of the removal of Proposal 5 in the Proxy Statement the disclosure discussed in this Comment does not appear in Amendment No. 1.
 Certain Risks Associated with the Share Reorganization, page 31
 3.   Please revise your disclosure to include relevant risks associated with a potential share consolidation. Such risks may include that a consolidation may decrease the liquidity of your common stock, may not increase the price of your common stock in the long term, and that it may cause you to fall out of compliance with the Nasdaq Continued Listing Standards, if true.
 Response : Please see the Company's response to Comment 1 above. The Company advises the Staff that as a result of the removal of Proposal 5 in the Proxy Statement the disclosure discussed in this Comment does not appear in Amendment No. 1.

 June 23 2025 Page 3

 We appreciate the Staff's assistance in reviewing this response letter and the Proxy Statement. Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, to the undersigned at (212) 373-3434.

 Very truly yours,

 /s/ Christopher J. Cummings

 Christopher J. Cummings

 cc:   Laura Crotty
   Joshua Gorsky
   Securities and Exchange Commission
   Raza Bokhari, MD
   Medicus Pharma Ltd.
   Aaron Sonshine
   Bennett Jones LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 20, 2025

Raza Bokhari
Executive Chairman and Chief Executive Officer
Medicus Pharma Ltd.
300 Conshohocken State Rd. Suite 200
W. Conshohocken, PA 19428

 Re: Medicus Pharma Ltd.
 Preliminary Proxy Statement on Schedule 14A
 Filed June 13, 2025
 File No. 001-42408
Dear Raza Bokhari:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Proposal 5 - Share Consolidation or Share Split, page 31

1. We note that Proposal 5 is seeking shareholder approval of a special
resolution that
 would authorize the Board of Directors to approve a consolidation or
share split of the
 Company's Common Shares "at a consolidation or share split ratio...to be
determined
 by the Board in its sole discretion". Please revise here and throughout
your
 preliminary proxy statement to disclose a possible range of the
potential consolidation
 ratio, or advise.
2. Please revise your disclosure to provide further details about the
reasons for the
 potential consolidation or share split including, but not limited to,
the intended goals
 of a consolidation or share split and why such actions would be
necessary or desirable
 in furtherance of the Company's business objectives or capital raising
activities.
Certain Risks Associated with the Share Reorganization, page 31

3. Please revise your disclosure to include relevant risks associated with
a potential share
 consolidation. Such risks may include that a consolidation may decrease
the liquidity
 June 20, 2025
Page 2

 of your common stock, may not increase the price of your common stock in
the long
 term, and that it may cause you to fall out of compliance with the
Nasdaq Continued
 Listing Standards, if true.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Joshua Gorsky at 202-551-7836 or Laura Crotty at
202-551-7614 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Christopher J. Cummings
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Medicus Pharma Ltd.: CORRESP - Filed by newsfilecorp.com

 Medicus Pharma Ltd. 300 Conshohocken State Road, Suite 200 Conshohocken, PA 19428
 May 28, 2025
 VIA EDGAR Division of Corporation Finance
 Office of Life Sciences
 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
 Attention: Joshua Gorsky
 Re: Medicus Pharma Ltd. Registration Statement on Form S-1 Filed May 27, 2025 CIK: CIK0001997296
 Dear Ladies and Gentlemen:
 Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the Registration Statement on Form S-1, File No. 333-287599, as amended (the " Registration Statement "), relating to the registration of 1,375,000 units, each unit consisting of one common share of Medicus Pharma Ltd. (the "Company"), no par value, and one warrant to purchase one common share, be accelerated to May 29, 2025 at 5:00 PM ET or as soon thereafter as may be practicable.
 Please contact Christopher J. Cummings of Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel to the Company, at (212) 373-3434, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
 *****

 Very truly yours,

 By:
 /s/ Raza Bokhari

 Name:
 Dr. Raza Bokhari

 Title:
 Executive Chairman and Chief Executive Officer

CORRESP
 1
 filename1.htm

 Medicus Pharma Ltd.: CORRESP - Filed by newsfilecorp.com

 MAXIM GROUP LLC
 300 Park Avenue
 New York, New York 10022
 May 28, 2025
 VIA EDGAR
 Mr. Joshua Gorsky
 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Finance
 100 F Street, NE
 Washington, D.C. 20549
   Re:   Medicus Pharma Ltd.
   Registration Statement on Form S-1 (Registration No. 333-287599)
 Dear Mr. Gorsky,
 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), the undersigned, as placement agent in connection with the above referenced Registration Statement relating to the offer and issuance by the Registrant of certain of its securities, hereby joins the Registrant's request that the effective date of the Registration Statement be accelerated so that it shall be declared effective at 5:00 P.M. Eastern Time on May 29, 2025, or as soon thereafter as practicable.
 Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus, dated May 27, 2025, to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
 This is to further advise you that the underwriters have and will continue to comply with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, with regard to the Preliminary Prospectus and any amended Prospectus.
 If you require any additional information with respect to this letter, please contact Ali Panjwani of Pryor Cashman LLP at (212) 326-0820.
 Very truly yours,
 MAXIM GROUP LLC
 By: /s/ Ritesh M. Veera
 Name: Ritesh M. Veera
 Title:   Co-Head of Investment Banking

CORRESP
 1
 filename1.htm

 Medicus Pharma Ltd.: CORRESP - Filed by newsfilecorp.com

 Medicus Pharma Ltd. 300 Conshohocken State Road, Suite 200 Conshohocken, PA 19428
 May 27, 2025
 VIA EDGAR Division of Corporation Finance
 Office of Life Sciences
 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
 Attention: Jason Drory
 Re:   Medicus Pharma Ltd. Registration Statement on Form S-1 Filed May 27, 2025 CIK: CIK0001997296
 Dear Ladies and Gentlemen:
 Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the Registration Statement on Form S-1, File No. 333-287582, as amended (the " Registration Statement "), relating to the registration of up to 3,710,000 common shares of Medicus Pharma Ltd. (the "Company") be accelerated to May 29, 2025 at 4:00 PM ET or as soon thereafter as may be practicable.
 Please contact Christopher J. Cummings of Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel to the Company, at (212) 373-3434, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
 *****

 Very truly yours,

 By:
 /s/ Raza Bokhari

 Name:
 Dr. Raza Bokhari

 Title:
 Executive Chairman and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

Raza Bokhari
Chief Executive Officer
Medicus Pharma Ltd.
300 Conshohocken State Rd., Suite 200
W. Conshohocken, PA 19428

 Re: Medicus Pharma Ltd.
 Draft Registration Statement on Form S-1
 Submitted May 1, 2025
 CIK No. 0001997296
Dear Raza Bokhari:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Christopher J. Cummings
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

Raza Bokhari
Chief Executive Officer
Medicus Pharma Ltd.
300 Conshohocken State Road, Suite 200
Conshohocken, PA 19428

 Re: Medicus Pharma Ltd.
 Draft Registration Statement on Form S-1
 Submitted April 25, 2025
 CIK No. 0001997296
Dear Raza Bokhari:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Christopher J. Cummings
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Medicus Pharma Ltd.: CORRESP - Filed by newsfilecorp.com

    Medicus Pharma Ltd.

    300 Conshohocken State Rd. Suite 200
W. Conshohocken, PA 19428

    March 6, 2025

    VIA EDGAR

Division of Corporation Finance

    Office of Life Sciences

    Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Attention: Alan Campbell

    Re:  Medicus Pharma Ltd.
Offering Statement on Form 1-A
Originally Filed February 14, 2025
CIK: CIK0001997296

    Dear Ladies and Gentlemen:

    We hereby request that the qualification date of the Offering Statement on Form 1-A, File No. 024-12573, as amended (the "Offering Statement"), relating to the offering of up to 2,222,222 units, each consisting of one common share, no par value, and one warrant to purchase one common share, of Medicus Pharma Ltd. (the "Company") be accelerated to March 6, 2025 at 5:00 PM ET or as soon thereafter as may be practicable.

    Please contact Christopher J. Cummings of Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel to the Company, at (212) 373-3434, as soon as the Offering Statement has been qualified, or if you have any other questions or concerns regarding this matter.

    *****

    Very truly yours,

    By:  /s/ Raza Bokhari

    Name: Dr. Raza Bokhari

    Title:  Executive Chairman and Chief Executive Officer

February 19, 2025
Raza Bokhari
Executive Chairman and Chief Executive Officer
Medicus Pharma Ltd.
300 Conshohocken State Rd., Suite 200
W. Conshohocken, PA 19428
Re:Medicus Pharma Ltd.
Offering Statement on Form 1-A
Filed February 14, 2025
File No. 024-12573
Dear Raza Bokhari:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Christopher Cummings, Esq.