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Medicus Pharma agrees to buy Antev for 2,666,600 shares plus up to US$65 million

Tickers MDCX

Antev shareholders would receive about 17% of Medicus common shares, plus up to US$65 million in contingent payments tied to FDA milestones. Antev's lead drug missed a secondary endpoint in an earlier Phase 2a trial, and Medicus carries going-concern doubt.

Key facts

Company
Medicus Pharma Ltd. (NASDAQ: MDCX)
News type
Mergers
Primary source
Medicus Pharma Ltd. 8-K (2025-06-30)
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The deal

Medicus Pharma Ltd. said it signed a definitive agreement dated June 29, 2025 to acquire all issued and outstanding shares of Antev Ltd., a UK-based clinical-stage drug developer. The announcement was issued from Philadelphia on June 30, 2025. Medicus trades on the Nasdaq under the symbol MDCX.

The deal is a share exchange. Medicus will issue 2,666,600 of its common shares, or about 17% in aggregate of its issued and outstanding common shares, for all Antev shares on a fully diluted basis. Beyond the resale limits set by securities law, the shares carry a 9-month staggered lock-up and an agreement granting certain voting rights in favor of Medicus management for 36 months.

Antev shareholders could receive up to approximately US$65 million in additional contingent consideration. The payments are tied to potential future FDA Phase 2 and New Drug Application approvals, as described in the definitive agreement. The company expects the transaction to close before the end of August 2025, subject to Antev shareholder approval and other corporate, regulatory and third-party approvals. The release says no assurance can be given that the deal will close on those terms or that timeline, or at all.

Antev's drug and its record

Antev is developing teverelix, a next-generation GnRH antagonist, for two uses. One is preventing repeat episodes of acute urinary retention in men aged 45 or older with enlarged prostates. The other is advanced prostate cancer in patients at increased cardiovascular risk. Antev calls teverelix a potential first-in-class product in the first use and best-in-class in the second. Those are the company's own descriptions.

The release says the FDA approved the design of a Phase 2b study in advanced prostate cancer in December 2023, covering 40 men, and the design of a Phase 2b study in acute urinary retention in November 2024, covering 390 men. The release calls both "planned" studies, so neither has produced data. The urinary retention study would randomize men to a single injection of 90mg or 120mg, or placebo, on top of standard therapy, with a primary endpoint that combines repeat retention, need for surgery or poor urinary flow over 28 weeks plus 24 weeks of follow-up. The cancer study is open label, with no placebo group.

The earlier record is mixed. A Phase 1 trial in 48 healthy male volunteers found teverelix well tolerated with no dose-limiting toxicities. In a Phase 2a study in 50 patients with advanced prostate cancer, completed in February 2023, teverelix met the primary endpoint of greater than 90% probability of castration-level testosterone suppression (97.5%). It did not meet the secondary endpoint of holding that rate above 90%, as the probability fell to 82.5% by Day 42.

Medicus's own position

Medicus describes itself as a biotech and life sciences company, and its subsidiary SkinJect Inc. is developing a dissolvable microneedle patch for basal cell skin cancer. A Phase 1 study completed in March 2021 met its primary objective of safety and tolerability, and six participants had a complete response on histological examination of the resected lesion. That is a very small group. A randomized, double-blind Phase 2 study originally set at 60 subjects is recruiting at nine US sites, and in April 2025 the review board raised the target to 90. The company reported a "positively trending" interim analysis in March 2025 showing more than 60% clinical clearance after more than half of the targeted 60 patients were randomized. The release itself calls those findings preliminary and says they may not match the final results.

The company's annual report filed in March 2025 carries a warning that matters for this deal. It says there is "substantial doubt about the Company's ability to continue as a going concern" and that the company may be forced to curtail or discontinue operations without more financing. Issuing about 17% of its shares to Antev holders adds to the share count while that doubt stands, and the contingent payments depend on approvals that lie in the future.

The release does not say how much cash Medicus holds, whether the Antev deal costs any cash, or how the company will pay for the clinical studies on both sides.

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