M&A - Medicus Pharma Ltd.

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Form Type: S-1

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: New

Accession Number: 000106299325010333

Filing Summary: Medicus Pharma Ltd. filed its Form S-1 Registration Statement on May 27, 2025, related to the public offering of up to 3,710,000 common shares. The shares are for resale by YA II PN, Ltd., following a standby equity purchase agreement (SEPA) signed on February 10, 2025, whereby the Selling Shareholder is committed to purchasing up to $15,000,000 of shares from Medicus. As of this filing, the company has issued 105,840 common shares to the Selling Shareholder as Commitment Shares. The offering is strategically aimed at funding potential acquisitions, including the proposed acquisition of Antev Ltd., a UK-based late clinical-stage drug development company, signed via a binding letter of intent on April 26, 2025. The Antev Transaction involves exchanging 2,666,600 of Medicus's common shares and could entail an additional contingent payment of up to $65 million. The planned closing for this acquisition is anticipated by the end of June 2025, pending due diligence and regulatory approvals. As of the latest details, the company’s shares are trading on Nasdaq under the symbol 'MDCX' and it is classified as both an emerging growth company and a smaller reporting company under SEC rules, with financials showing an accumulated deficit of $34 million as of March 31, 2025. The prospectus outlines several risks related to operations, market conditions, and potential financial results, emphasizing the uncertainties in executing their strategic plans and achieving profitability.

Additional details:

Common Shares Offered: 3710000


Selling Shareholder: YA II PN, Ltd.


Standby Equity Purchase Agreement Date: 2025-02-10


Commitment Shares Issued: 105840


Total Proceeds Possible: 15000000


Antev Transaction Securities: 2666600 shares


Antev Transaction Additional Payment: up to $65 million


Antev Transaction Expected Closing: 2025-06-30


Accumulated Deficit: 34 million

Accumulated Deficit Date: 2025-03-31


Form Type: DRS

Filing Date: 2025-05-01

Corporate Action: Acquisition

Type: New

Accession Number: 000106299325008292

Filing Summary: On May 1, 2025, Medicus Pharma Ltd. filed a confidential DRS registration statement relating to the resale of up to 3,710,000 common shares by YA II PN, Ltd., which includes shares issued under a standby equity purchase agreement (SEPA) dated February 10, 2025. The SEPA allows the Selling Shareholder to purchase common shares worth up to $15 million over a 36-month period. The shares will be sold at 97% of the market price, subject to certain scale and pricing limitations. As of April 30, 2025, Mascus Pharma's common shares traded at $4.16 on Nasdaq. The filing also includes recent developments such as an increase in the number of patients in its Phase 2 clinical study and a proposed acquisition of Antev Ltd. under a binding letter of intent, aimed at advancing their portfolio in therapeutic assets for cancer treatment.

Additional details:

Approximate Date Of Commencement Of Proposed Sale: From time to time after effectiveness


Maximum Sales Discount: 97% of Market Price


Total Proceeds From Sales: up to $15,000,000


Total Common Shares Issueable Under Sepa: 2,362,163


Commitment Shares Issued: 105,840


Clinical Trial Sites Count: 9 in the US and additional sites in Europe


Patients In Phase 2 Study: 90


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