Toronto, Ontario–(July 5, 2024) – Medicus Pharma Ltd. (TSXV: MDCX) (FSE: N46) (the “Company”) is pleased to announce that it has completed its previously announced non-brokered private placement (the “Equity Offering”) of 2,922,500 common shares of the Company (“Shares”), at an issuance price of US$2.00 per Share, for aggregate gross proceeds of US$5,845,000. The Company paid US$375,000 of finders’ fees in connection with the Equity Offering.
The Equity Offering closed into escrow on June 28, 2024 and was released from escrow on July 5, 2024.
The Company intends to use the net proceeds from the Equity Offering to fund the Company’s research and development programs and for working capital purposes.
The Shares were offered and sold in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933 (the “1933 Act”), and applicable securities laws of each applicable state of the United States.
Further to its press release dated June 26, 2024, the Company is also pleased to announce that, pursuant to the indenture governing its US$5,172,500 outstanding aggregate principal amount of 10.00% Unsecured Convertible Notes due 2025 (the “Notes”), holders of all the Notes have as of June 28, 2024 converted all their Notes into an aggregate of 2,586,250 Shares at US$2.00 per Share. In addition, the Company issued an aggregate of 31,345 Shares in respect of accrued and unpaid interest to holders of Notes who did not elect to receive cash interest, reflecting an issuance price of C$1.68 per Share. The Company paid an aggregate of approximately US$41,000 of accrued and unpaid interest to holders of Notes who elected to receive cash interest.
The Notes, all which have now been converted into Shares as described above, represent the full offering of Notes announced by the Company via a press release dated May 3, 2024.
This press release does not constitute an offer to sell or a solicitation of an offer to buy Shares in the United States, nor shall there be any sale of Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom. The Shares have not been and will not be registered under the 1933 Act, or the securities laws of any state and may not be offered or sold in the United States absent registration under the 1933 Act or an applicable exemption from the registration requirements thereof.
The Company also announces that 215 Capital Togo PHL Fund I, LP (“215 Capital”), 50 S. 16th Street, Suite 2710, Philadelphia, PA 19102, has informed the Company that it intends to file an early warning report in respect of the four million Shares that 215 Capital acquired pursuant to the Equity Offering and the conversion of Notes described above. 215 Capital paid US$2.00 per Share (or approximately C$2.74 at a USD/CAD exchange rate of 1.3687 (the “Exchange Rate”)) for an aggregate purchase price of US$8.0 million (or C$10,949,600 at the Exchange Rate), including US$2,655,000 aggregate principal amount Notes converted into Shares at US$2.00 per Share.
Immediately before the Equity Offering and conversion of Notes, 215 Capital had beneficial ownership of 1,327,500 Shares underlying Notes held by 215 Capital, which represented approximately 7.6% of the issued and outstanding Shares on a partially diluted basis. Immediately after the Equity Offering and conversion of Notes, 215 Capital had beneficial ownership and control of approximately 18.4% of the Shares then issued and outstanding.
The Company has been informed that 215 Capital acquired its Shares for investment purposes and that 215 Capital may, depending on various factors including, without limitation, market and other conditions, increase or decrease its beneficial ownership, control or direction over additional securities of the Company through market transactions, private agreements, treasury issuances, exercises of convertible securities or otherwise.
This news release is being issued in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in anticipation of an early warning report to be filed by 215 Capital. To obtain a copy of the early warning report to be filed by 215 Capital, please contact Ajay Raju, Chairman & Managing Partner, at (267) 925-0452, or refer to the Company’s profile on the System for Electronic Data Analysis and Retrieval+ (“SEDAR+”) at www.sedarplus.ca.
For further information contact:
Carolyn Bonner, President
(610) 636-0184
cbonner@medicuspharma.com
Suite 3400, One First Canadian Place, 100 King Street West, Toronto, ON M5X 1A4
About Medicus Pharma Ltd:
Medicus Pharma Ltd. (TSXV: MDCX) is a biotech/life sciences company focused on accelerating the clinical development programs of novel and disruptive therapeutics assets.
SkinJect Inc. a wholly owned subsidiary of Medicus Pharma Ltd, is a development stage, life sciences company focused on commercializing novel, non-invasive treatment for basal cell skin cancer using patented dissolvable microneedle patch to deliver chemotherapeutic agent to eradicate tumors cells.
Cautionary Notice on Forward-Looking Statements
Certain information in this news release 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 use of proceeds from the Equity Offering and future acquisitions or dispositions of the Company’s securities by 215 Capital. Forward-Looking statements are often but not always, identified by the use of such terms as “may”, “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 public filings on SEDAR+, which may impact, among other things, the trading price and liquidity of the Company’s common shares. Forward-Looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Readers are cautioned that the foregoing list is not exhaustive and readers are encouraged to review the Company’s long form prospectus accessible on the Company’s profile on SEDAR+ at www.sedarplus.ca. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
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