aibioMedicus Pharma closes secured notes with Streeterville Capital
Tickers MDCX
The lender paid $12 million at closing and deposited $10 million in a subsidiary's account under a deposit account control agreement. The notes carry monthly cash redemptions and trigger-based increases.
Key facts
- Company
- Medicus Pharma Ltd. (NASDAQ: MDCX)
- News type
- Debt Financing
- Primary source
- SEC EDGAR
The notes
Medicus Pharma Ltd. entered into and closed a note purchase agreement with Streeterville Capital, LLC on May 27, 2026, according to a Form 8-K. The agreement provides two secured promissory notes. The A-1 Note has an original principal amount of $12,864,225. That includes an original issue discount of $834,225 and $30,000 for the lender's transaction costs. The B Note has an original principal amount of $10,000,000 and carries no discount.
At closing the lender paid the company $12 million. It also deposited a further $10 million into an account at Lakeside Bank, owned by the company's new subsidiary, MDCX Holdings, LLC, under a deposit account control agreement among the subsidiary, the lender and the bank. A matching amount moves to the company's operating account as portions of the B Note are exchanged for new A-form notes. Each time the A Notes are reduced by $2 million, the company may exchange $1 million of the B Note, or another agreed amount. The company said it intends to use the net proceeds for its clinical development programs, business development and other general corporate purposes. About $2.5 million was used at closing to repay the debenture held by YA II PN, Ltd.
Maxim Group LLC served as placement agent, for a cash fee of $600,000 at issuance of the A-1 Note, plus 5% of any cash released from the deposit account.
Terms that move cash out
The A-1 Note accrues interest at 8.75% a year. The B Note accrues interest at 5% a year. Both notes are due eighteen months after issuance. Either note can be prepaid with a premium of 110% if prepaid within twelve months of issuance, and 115% after that.
The lender may redeem up to $500,000 per calendar month, plus make-whole interest, beginning seven months after closing. From six months after closing, the lender may also redeem up to 5% of the cumulative daily dollar trading volume of the company's common shares whenever they trade at least 15% above the Minimum Price defined under Nasdaq Rule 5635(d). That amount plus a 10% premium is also payable in cash.
Both notes contain Major Trigger Events and Minor Trigger Events. After a trigger, the lender may increase the outstanding balance by 15% for each Major Trigger Event and 5% for each Minor Trigger Event. An uncured trigger after written demand becomes an Event of Default, allowing acceleration and a default interest rate.
The notes are secured by the deposit account, a guaranty from SkinJect, Inc., Medicus Pharma, Inc., Antev Limited and MDCX Holdings, LLC, and security agreements over the company's assets and Antev's assets and intellectual property.
A Nasdaq notice and a going-concern warning
On May 20, 2026, Nasdaq notified the company that its market value of listed securities had been below $35,000,000 for 30 consecutive business days, which is not compliance with Nasdaq Listing Rule 5550(b)(2). The company also falls short of the alternative standards, which call for stockholders' equity of at least $2,500,000 or net income of at least $500,000. The company has 180 calendar days, until November 16, 2026, to regain compliance, which requires market value to close at or above $35,000,000 for ten consecutive business days, or another standard to be met. Otherwise Nasdaq will issue a delisting notice, which the company could appeal.
The 10-K filed March 25, 2026 says the company's auditor has expressed substantial doubt about its ability to continue as a going concern.
The science and the cash
The 10-K discusses two programs, SkinJect, a patch, and Teverelix. It says a Phase 1 study indicated that the SkinJect patch is well tolerated, but that there is no guarantee a Phase 2 study will produce similar results. It also says the open and planned Phase 2b studies of Teverelix may not succeed.
The company's 10-K reports a net loss of $47.3 million for 2025, against $11.2 million for 2024. Research and development expense was $7.7 million in 2025, against $3.5 million in 2024. Cash used in operations was $22.8 million in 2025, against $10.2 million in 2024. Year-end cash and cash equivalents were $4.2 million at the end of 2024.