aibioMedicus Pharma sells 1,088,048 shares to Yorkville under standby equity purchase agreement
Tickers MDCX
Medicus Pharma (Nasdaq: MDCX) sold shares in eight transactions between September 8 and October 16, 2025 for approximate aggregate consideration of $2,526,364. It used part to prepay a Yorkville debenture.
Key facts
- Company
- Medicus Pharma Ltd. (NASDAQ: MDCX)
- News type
- Financings
- Primary source
- Medicus Pharma Ltd. Form 8-K filed October 17, 2025 (SEC EDGAR)
Medicus Pharma Ltd. (Nasdaq: MDCX) sold 1,088,048 common shares to YA II PN, Ltd. ("Yorkville") between September 8, 2025 and October 16, 2025 under a standby equity purchase agreement, for approximate aggregate consideration of $2,526,364. The company reported the sales in a Form 8-K filed October 17, 2025 under Item 3.02, the item for unregistered sales of equity securities.
What the filing says
The shares were sold under the previously disclosed Standby Equity Purchase Agreement, which the filing calls the SEPA. It is dated February 10, 2025 and is between Medicus and Yorkville. The filing refers to each sale as a SEPA Advance and lists eight of them.
The first, on September 8, 2025, was 100,000 shares at $1.7961 per share, for $179,610. On September 23, 2025, Medicus sold 350,000 shares at $2.4245, for $848,575. Two sales on September 26, 2025 followed: 100,000 shares at $2.7698 ($276,980) and 53,018 shares at $2.4250 ($128,569). On October 2, 2025 the company sold 250,000 shares at $2.1884 ($547,100), and on October 8, 2025, 125,000 shares at $2.3542 ($294,275). The last two sales were on October 16, 2025: 41,667 shares at $2.2901 ($95,422) and 68,363 shares at $2.2795 ($155,833).
The filing's table totals the sales at 1,088,048 shares and $2,526,364. It names Yorkville as the buyer and names no placement agent or underwriter.
How the money was used
Medicus says it used part of the net proceeds from the SEPA Advances to prepay a portion of the debenture it has outstanding with Yorkville. It points to a Current Report on Form 8-K dated September 18, 2025 for the description of that debenture.
The company says it may cause Yorkville to purchase additional common shares under the SEPA from time to time. Any such sales are subject to the satisfaction or waiver of the conditions and limitations in the SEPA.
Registration exemption and resale
The shares were sold without registration under the Securities Act of 1933, as amended, in reliance on the exemption in Section 4(a)(2) of that act. The company relies on that exemption based in part on representations Yorkville made in the SEPA. Yorkville may resell the shares it has bought under the SEPA from time to time under an effective registration statement that Medicus filed to meet its requirements under the SEPA.
About the company
According to its annual report on Form 10-K filed March 28, 2025, the company was formerly Interactive Capital Partners Corporation and was incorporated under the Business Corporations Act (Ontario) on April 30, 2008. On September 29, 2023 it completed a business combination with SkinJect, Inc., a Pennsylvania corporation, which the report describes as a reverse takeover of the company by SkinJect's former shareholders. The company was renamed Medicus Pharma Ltd.
Its common shares began trading on the TSX Venture Exchange on October 11, 2023 under the symbol MDCX. On November 15, 2024 it completed its initial public offering in the United States. Its common shares and public warrants, with an exercise price of $4.64 and an expiration date of November 15, 2029, began trading on The Nasdaq Capital Market.
Medicus describes itself as a biotech and life sciences company developing one product, SkinJect, for basal cell carcinoma. The report describes the product as an in-licensed drug device combination that uses dissolvable microneedle arrays to treat non-melanoma skin cancers. The candidate is a doxorubicin tip-loaded D-MNA that has been filed with the FDA under an Investigational New Drug Application. SkinJect licensed intellectual property from the University of Pittsburgh in 2016. A Phase 1 study completed in March 2021 found the product well tolerated in all thirteen participants enrolled.
The auditor's report in the same annual report includes a going concern paragraph. It says the company experienced negative cash flows from operating activities and has incurred operating losses that raise substantial doubt about its ability to continue as a going concern.
Who is involved
Dr. Raza Bokhari, Executive Chairman and Chief Executive Officer, signed the 8-K on October 17, 2025. The annual report signature page lists James Quinlan as Chief Financial Officer and Dr. Larry Kaiser, Robert J. Ciaruffoli, Frank Lavelle, William L. Ashton, Barry Fishman and Dr. Sara R. May as directors.