Medicus Pharma Completes Acquisition, Appoints New Officers

TL;DR

Medicus Pharma closed a deal, swapped execs, and sold some stock. Big changes happening.

AI Summary

Medicus Pharma Ltd. announced on August 29, 2025, the completion of an acquisition, the departure of a director, and the appointment of new officers. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate activity, including strategic acquisitions and changes in leadership, which could impact the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — The filing details an acquisition, changes in officers, and unregistered equity sales, all of which can introduce operational and financial risks.

Key Players & Entities

• Medicus Pharma Ltd. (company) — Registrant
• August 29, 2025 (date) — Date of earliest event reported
• 0001997296 (company) — Central Index Key

FAQ

Key Financial Figures

• $4.64 — ne common share at an exercise price of $4.64 per share MDCXW NASDAQ Capital Mark
• $3.0 million — ideration consisting of approximately US$3.0 million in cash and 1,603,164 common shares of
• $65 million — entitled to receive up to approximately $65 million in additional contingent consideration.
• $2.0396 — (the "Common Shares") to Yorkville for $2.0396 per share, or $203,960 in consideration
• $203,960 — to Yorkville for $2.0396 per share, or $203,960 in consideration and 150,000 Common Sha
• $1.9105 — 150,000 Common Shares to Yorkville for $1.9105 per share, or $286,575 in consideration
• $286,575 — to Yorkville for $1.9105 per share, or $286,575 in consideration, respectively (togethe
• $490,535 — aggregate net proceeds of approximately $490,535. The Company may cause Yorkville to pur
• $60,000 — at this time. Mr. Mahaffy will receive $60,000 in annual cash compensation for his ser
• $10,000 — and would be entitled to an additional $10,000 in annual cash compensation if he were
• $1 — n five years, have an exercise price of $1.94, and will vest in equal quarterly in

Filing Documents

• form8k.htm (8-K) — 35KB
• exhibit2-1.htm (EX-2.1) — 487KB
• exhibit2-2.htm (EX-2.2) — 483KB
• exhibit99-1.htm (EX-99.1) — 18KB
• exhibit2-1xu001.jpg (GRAPHIC) — 3KB
• exhibit2-2xu001.jpg (GRAPHIC) — 3KB
• exhibit99-1x001.jpg (GRAPHIC) — 10KB
• 0001062993-25-015149.txt ( ) — 1454KB
• mdcx-20250829.xsd (EX-101.SCH) — 5KB
• mdcx-20250829_cal.xml (EX-101.CAL) — 1KB
• mdcx-20250829_def.xml (EX-101.DEF) — 23KB
• mdcx-20250829_lab.xml (EX-101.LAB) — 48KB
• mdcx-20250829_pre.xml (EX-101.PRE) — 25KB
• form8k_htm.xml (XML) — 6KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On August 29, 2025, Medicus Pharma Ltd. ("Medicus" or the "Company") completed (the "Closing") its previously announced acquisition of Antev Ltd. ("Antev") pursuant to that certain definitive securities exchange agreement, dated as of June 29, 2025 (as amended, the "Definitive Agreement"), by and among the Company, Antev and certain securityholders of Antev (the "Antev Vendors"), pursuant to which the Company acquired (the "Transaction") 98.6% of the issued and outstanding shares of Antev for aggregate consideration consisting of approximately US$3.0 million in cash and 1,603,164 common shares of Medicus (the "Consideration Shares"). Upon the achievement of certain milestones related to potential future U.S. Food and Drug Administration ("FDA") Phase 2 and New Drug Administration approvals, as more particularly described in the Definitive Agreement, the Antev Vendors would be entitled to receive up to approximately $65 million in additional contingent consideration. Antev is a clinical stage biotech company, developing Teverelix, a next generation GnRH antagonist, as a first in market product for cardiovascular high-risk prostate cancer patients and patients with first acute urinary retention (AURr) episodes due to enlarged prostate. The Company does not have any material relationship with Antev, or the Antev Vendors, other than in respect of the Transaction. The foregoing description of the Definitive Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by the full text of the Definitive Agreement, a copy of which was previously filed by the Company as Exhibit 2.1 of that certain Amendment No.1 to the Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the "SEC") on July 3, 2025. Item3.02. Unregistered Sales of Equity Securities. The Consideration Shares issued pursuant to the

01. Other Events

Item 8.01. Other Events. On each of August 1, 2025, and on August 15, 2025, the Company, Antev and the Antev Vendors' representatives entered into Deeds of Variations which amended the Definitive Agreement (the "Deeds of Variation") to, among other things, provide that the Company has made a Tag Offer (as defined in the Deeds of Variation) to acquire all of the shares of Antev not held by the Antev Vendors. The Deeds of Variation are furnished as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K. On September 2, 2025, the Company issued a press release relating to, among other things, the Closing of the Transaction, as described in Item 2.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1*# Deed of Variation, dated August 1, 2025, relating to that certain Securities Exchange Agreement, dated June 29, 2025, by and between Antev Limited, the Antev Vendors' Representatives and Medicus Pharma Ltd. 2.2*# Further Deed of Variation, dated August 15, 2025, relating to that certain Securities Exchange Agreement, dated June 29, 2025, by and between Antev Limited, the Antev Vendors' Representatives and Medicus Pharma Ltd. 99.1 Press Release, dated September 2, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document). * Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. # Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

Forward Looking Statements

Forward Looking Statements Certain information in this Current Report on Form 8-K constitutes "forward-looking information" under applicable securities laws. "Forward-looking information" is defined as disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes, without limitation, statements regarding the potential benefits of the Antev transaction, including plans and expectations concerning, and future outcomes relating to, the development, advancement and commercialization of Teverelix, and the potential market opportunities related thereto, the entitlement of Antev Vendors to contingent consideration upon the achievement of certain milestones, the filing of the Registration Statement, the date on which the Registration Statement will be deemed effective by the SEC, the future sales of Common Shares to Yorkville pursuant to the SEPA and Mr. Mahaffy's election as a director of the Board . Forward-looking statements are often but not always, identified by the use of such terms as "may", "on track", "aim", "might", "will", "will likely result", "would", "should", "estimate", "plan", "project", "forecast", "intend", "expect", "anticipate", "believe", "seek", "continue", "target" or the negative and/or inverse of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including those risk factors described in the Company's annual report on form 10-K for the year ended December 31, 2024 (the "Annual Report"), and in the Company's other public filings on EDGAR and SEDAR+, which may impact, among other things, the trading price and liquidity of the Company's common shares. Forward-looking statements contained in this Current Report on Form 8-K are expressly qual

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: September 2, 2025

View Full Filing

View this 8-K filing on SEC EDGAR