[Form 4] The Gabelli Healthcare & Wellness Trust Insider Trading Activity

Rhea-AI Filing Summary

Medicus Pharma Ltd. (Nasdaq: MDCX) filed Prospectus Supplement No. 3 to update investors on a third and final draw under its May 2, 2025 Securities Purchase Agreement with YA II PN, Ltd. (Yorkville). On June 17, 2025 Yorkville purchased a $2.5 million debenture, bringing aggregate principal issued to the maximum $5 million. Net cash proceeds total $4.5 million after original-issue discounts. Each debenture carries 8.0 % annual interest, rising to 18 % upon default, and matures on February 2, 2026. The notes are guaranteed by all subsidiaries via a global guaranty. Medicus remains an emerging-growth company and warns prospective investors to review Risk Factors in the base prospectus. This filing does not add new securities, but refreshes disclosure and incorporates the June 20, 2025 Current Report detailing the new debt obligation.

Positive

• $2.25 million in immediate net proceeds improves near-term liquidity.
• Full $5 million facility now funded, providing capital visibility through early 2026.
• No equity dilution disclosed, preserving existing shareholder ownership.

Negative

• New $2.5 million debt increases leverage and fixed obligations.
• 8 % coupon is costly; default rate escalates to 18 %.
• Debentures mature on February 2, 2026, creating refinancing risk.

Insights

Equity Analyst

TL;DR: $2.5 M final debenture completes $5 M facility, boosts liquidity but adds higher-cost debt maturing Feb 2026.

The closing of the third debenture provides an immediate $2.25 million in net proceeds, strengthening Medicus Pharma’s short-term cash position to fund R&D and working capital. The rate is a fixed 8 %, which is above typical investment-grade levels but reasonable for a pre-revenue biotech. Because the agreement is pure debt (no equity conversion language disclosed), current shareholders avoid dilution. However, the 18 % penalty rate underscores counter-party concern over credit risk. The February 2026 maturity could pressure cash flows if the company fails to commercialize assets or raise additional capital before then. Overall effect: liquidity positive, leverage neutral-to-negative.

Risk Analyst

TL;DR: High-coupon, subsidiary-guaranteed debt elevates balance-sheet risk and refinancing exposure within 18 months.

The transaction layers another $2.5 million of senior debentures atop a young capital structure, fully encumbering subsidiaries through a global guaranty. An 8 % coupon—climbing to 18 % on default—signals limited access to cheaper funding and heightens default sensitivity. With maturity set for early 2026, management will likely require fresh equity or partnership cash to service or retire the notes, creating execution and dilution risk. Investors should monitor covenant terms (not disclosed here) and upcoming catalysts that could de-risk refinancing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GABELLI MARIO J

(Last) (First) (Middle)

C/O GAMCO INVESTORS, INC.

ONE CORPORATE CENTER

(Street)

RYE NY 10580

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gabelli Healthcare & WellnessRx Trust [ GRX.G ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Control Person of Adviser

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series G Cumulative Preferred Shares	06/26/2025		J(1)		10,000	D	$10	200,000	D
Series G Cumulative Preferred Shares								200,000	I	Associated Capital Group, Inc.(2)
Series G Cumulative Preferred Shares								400,000	I	GAMCO Investors, Inc.(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares were surrendered in accordance with Right to Put to the Fund up to 100% of Outstanding Series G Cumulative Preferred Shares.

2. The shares reported reflect the total shares owned by Associated Capital Group, Inc. (AC). Mario J. Gabelli is the Executive Chair and controlling shareholder of AC. Mr. Gabelli has less than a 100% interest in AC and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.

3. The shares reported reflect the total shares owned by GAMCO Investors, Inc. (GAMCO). Mario J. Gabelli is the Chairman, Chief Executive Officer, and controlling shareholder of GAMCO. Mr. Gabelli has less than a 100% interest in GAMCO and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.

	Douglas R. Jamieson as Attorney-in-Fact for Mario J. Gabelli	06/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How much additional capital did Medicus Pharma (MDCX) raise in June 2025?

The company received $2.25 million in net proceeds from a $2.5 million debenture issued on June 17, 2025.

What is the total principal of debentures now outstanding under the Yorkville agreement?

Medicus Pharma has issued the full $5 million principal authorized in the May 2, 2025 agreement.

What interest rate applies to the MDCX debentures?

Interest accrues at 8.0 % per annum, rising to 18.0 % if a default event occurs.

When do the debentures mature?

All three debentures mature on February 2, 2026.

Are Medicus Pharma’s subsidiaries guaranteeing the debt?

Yes. The debentures are backed by a global guaranty signed by each subsidiary.