M&A - Medicus Pharma Ltd.

Form Type: 253G2

Filing Date: 2025-07-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000106299325012537

Filing Summary: Medicus Pharma Ltd. filed an amendment to their Form 8-K on July 3, 2025, to update details regarding a security exchange agreement with Antev Limited and certain of Antev's securityholders, which was dated June 29, 2025. This amendment incorporates the signed agreement into their filings. The offering circular supplement dated July 3, 2025, also updates prior offerings and clarifies the details around common shares and warrants issued by the company. It mentions the significant risks involved in investing in the company’s securities and reinforces the status of Medicus as an 'emerging growth company' under SEC rules, allowing for reduced disclosure requirements. The stock prices recorded on July 2, 2025, were $3.22 for the common shares and $1.00 for the Public Warrants.

Form Type: 8-K/A

Filing Date: 2025-07-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000106299325012533

Filing Summary: This Form 8-K/A provides an amendment to the previous Form 8-K filed by Medicus Pharma Ltd. on June 30, 2025, to include an Exhibit 2.1, which is a Share Exchange Agreement dated June 29, 2025, involving Medicus Pharma Ltd., Antev Limited, and certain Antev securityholders. It outlines the proposed acquisition of Antev by Medicus. This document also notes that the Company is an emerging growth entity and incorporates a forward-looking statement regarding potential future developments related to the proposed transaction and its implications for the company's product, Teverelix.

Form Type: 253G2

Filing Date: 2025-06-30

Corporate Action: Acquisition

Type: New

Accession Number: 000106299325012235

Filing Summary: On June 29, 2025, Medicus Pharma Ltd. entered into a definitive securities exchange agreement with Antev Limited, agreeing to acquire all of Antev's issued and outstanding shares in exchange for 2,666,600 shares of Medicus common stock, representing approximately 17% of the total. The acquisition is subject to shareholder approvals and expected to close by the end of August 2025. Antev, a clinical stage biotech company, specializes in developing treatments for high-risk prostate cancer and acute urinary retention. The transaction also includes additional contingent consideration of up to approximately $65 million, depending on achieving specific regulatory milestones. A press release regarding the acquisition was issued on June 30, 2025.

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Acquisition

Type: New

Accession Number: 000106299325012231

Filing Summary: On June 29, 2025, Medicus Pharma Ltd. entered into a definitive securities exchange agreement with Antev Limited and certain securityholders of Antev. Under this agreement, Medicus will acquire all the issued and outstanding shares of Antev in exchange for 2,666,600 common shares of Medicus, representing approximately 17% of the company's outstanding shares. The agreement includes resale restrictions, a staggered lock-up period, and voting rights in favor of company management for 36 months. Additionally, contingent upon certain milestones related to FDA approvals, Antev shareholders may receive up to $65 million in additional consideration. The transaction is expected to close before the end of August 2025, pending regulatory and shareholder approvals. A press release related to the agreement was issued on June 30, 2025.

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.

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.