Medicus Pharma Ltd. Files 8-K: Material Agreement & Equity Sales

TL;DR

Medicus Pharma Ltd. (MDXC) filed an 8-K on Feb 10, 2025, detailing a material agreement and equity sales.

AI Summary

On February 10, 2025, Medicus Pharma Ltd. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Medicus Pharma Ltd., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to deal terms and dilution.

Key Numbers

• 001-42408 — SEC File Number (Identifies the company's filing with the SEC.)
• 98-1778211 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Medicus Pharma Ltd. (company) — Registrant
• February 10, 2025 (date) — Date of earliest event reported
• 001-42408 (company) — SEC File Number
• 98-1778211 (company) — IRS Employer Identification No.
• 300 Conshohocken State Road, Suite 200 (company) — Business Address

FAQ

Key Financial Figures

• $4.64 — ne common share at an exercise price of $4.64 per share MDCXW NASDAQ Capital Mark
• $15,000,000 — an aggregate gross sales price of up to $15,000,000 during the 36 months following the date
• $25,000 — ille a structuring fee in the amount of $25,000 and issued to Yorkville 105,840 common

Filing Documents

• form8k.htm (8-K) — 27KB
• exhibit1-1.htm (EX-1.1) — 171KB
• exhibit99-1.htm (EX-99.1) — 10KB
• exhibit99-1x001.jpg (GRAPHIC) — 10KB
• 0001062993-25-002033.txt ( ) — 504KB
• mdcx-20250210.xsd (EX-101.SCH) — 5KB
• mdcx-20250210_cal.xml (EX-101.CAL) — 1KB
• mdcx-20250210_def.xml (EX-101.DEF) — 23KB
• mdcx-20250210_lab.xml (EX-101.LAB) — 48KB
• mdcx-20250210_pre.xml (EX-101.PRE) — 25KB
• form8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Standby Equity Purchase Agreement On February 10, 2025, Medicus Pharma Ltd. ("Medicus" or the "Company") entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, Ltd. ("Yorkville"). Pursuant to the SEPA and subject to the satisfaction of certain conditions, Yorkville has committed to purchase the Company's common shares, no par value, in increments (each purchase, an "Advance") up to an aggregate gross sales price of up to $15,000,000 during the 36 months following the date of the SEPA (such shares, the "Shares"). The Shares will be sold at the Company's option pursuant to the SEPA at 97% of the Market Price (as defined pursuant to the SEPA) and purchases are subject to certain limitations set forth in the SEPA. The Company reserves the right to set a minimum acceptable price in connection with any Advance. The Company expects to use the net proceeds from any Advance, if any, to fund its Phase 2 proof of concept clinical trial for treatment of basal cell carcinoma using its doxorubicin tip loaded dissolvable microarray needle skinpatch. The Company may also use the net proceeds of this offering to expand its exploratory phase 2 clinical trial to a pivotal trial and/or to expand its trials to cover other non-melanoma skin diseases. The Company expects to use any remaining net proceeds for general corporate purposes and working capital. Yorkville's obligation to purchase Shares pursuant to the SEPA is subject to a number of conditions, including that the Company file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") registering the resale of the Commitment Shares (as defined below) and the Shares. The Company is required to have a Registration Statement declared effective by the SEC before it can sell any Shares to Yorkville pursuant to the SEPA. The total number of Shares issuable under the terms of the SEPA is limited to a n

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is incorporated herein by reference. In the SEPA, Yorkville represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities being issued pursuant to the Purchase Agreement (including the Commitment Shares) are being issued and sold by the Company to Yorkville in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

01 Other Events

Item 8.01 Other Events. On February 11, 2025, the Company issued a press release announcing that the Company has entered into the SEPA and that the Company's board of directors has approved the voluntary delisting of its common shares from the TSX Venture Exchange ("TSXV"). The Company has submitted an application to the TSXV to complete such delisting. Following review of the Company's application, the delisting will be subject to the approval of the TSXV and the satisfaction of all necessary conditions. The Company's common shares will continue to be listed and trade on The Nasdaq Capital Market under the symbol "MDCX". A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

01.Financial Statements and Exhibits

Item 9.01.Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Standby Equity Purchase Agreement, dated as of February 10, 2025, by and between Medicus Pharma Ltd. and YA II PN, LTD. 99.1 Press Release, dated February 11, 2025 104 Cover Page Interactive Data File (formatted as inline XBRL) 2

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include, but are not limited to, statements concerning the amount of Shares the Company may issue pursuant to the SEPA, if any, the anticipated use of any net proceeds from the issuance of Shares pursuant to the SEPA, the terms and conditions of the SEPA, including the requirements to have an effective registration statement with the SEC and the Company's intention to delist the Shares from the TSXV, including approval from the TSXV and the timing thereof and the Company's expectation that a market will continue to exist for its common shares on The Nasdaq Capital Market. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as "plan," "believe," "goal," "target," "aim," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of the Company's management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including the risks and uncerta

SIGNATURES

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. MEDICUS PHARMA LTD. By: /s/ Raza Bokhari Name: Dr. Raza Bokhari Title: Executive Chairman and Chief Executive Officer Dated: February 11, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR