Medicus Pharma Ltd SEC Filings

Willis Lease Finance Corp. (WLFC) – Form 144/A filing reports a proposed insider sale.

• Shares to be sold: 7,295 common shares.
• Estimated market value: $1,058,573.15 (based on information supplied in the filing).
• Broker: Merrill Lynch, 77 Broad Street, Red Bank, NJ 07701.
• Approximate sale date: 06/27/2025 on the NASDAQ.
• Shares outstanding: 6,902,975, so the proposed sale equals roughly 0.11 % of total shares.
• Acquisition details: Shares were acquired on 04/01/2024 through stock compensation.
• Recent prior sales: The seller (identified in the filing as Brian Hole, 30 White Pine Lane, West Hartford, CT 06107) sold 2,893 shares on 05/27/2025 for $386,744.40 and 2,807 shares on 05/23/2025 for $368,973.16, indicating a continuing disposition program.

The filing contains the customary representation that the seller is not aware of undisclosed material adverse information. No other financial or operational data is included.

Medicus Pharma Ltd. (Nasdaq: MDCX) has filed Prospectus Supplement No. 5 to update its May 29, 2025 prospectus in connection with a definitive securities-exchange agreement signed on June 29, 2025. The company will acquire 100% of Antev Ltd., a clinical-stage biotech developing Teverelix, a next-generation GnRH antagonist targeting cardiovascular high-risk prostate-cancer patients and acute urinary-retention episodes.

Key agreed terms:

• Equity consideration: 2,666,600 Medicus common shares, equal to roughly 17 % of post-transaction shares outstanding ("Consideration Shares").
• Lock-up & voting: Consideration Shares subject to staggered resale restrictions and a 36-month voting agreement in favor of current Medicus management.
• Earn-outs: Antev holders may receive up to US$65 million in contingent payments tied to FDA Phase 2 and NDA milestones for Teverelix.
• Closing timetable: Expected before the end of August 2025, pending Antev shareholder approval and customary regulatory/third-party consents. No assurance of completion is given.

The supplement also reminds investors that Medicus’ 2.26 million common shares are reserved for warrant exercises (strike $4.64, exp. Nov 15 2029). As of June 27 2025, Medicus shares traded at $2.90 and the public warrants at $0.95.

The company reiterates its emerging-growth-company status and directs investors to existing risk-factor disclosures. Forward-looking statements highlight uncertainties around deal consummation, clinical development, regulatory approval, and market opportunity for Teverelix.

Medicus Pharma Ltd. (Nasdaq: MDCX) has entered into a definitive agreement to acquire 100% of Antev Limited, a private clinical-stage biotech developing Teverelix, a next-generation GnRH antagonist for high-risk prostate cancer and acute urinary retention.

• Consideration: Medicus will issue 2,666,600 common shares—about 17% of its outstanding stock—as upfront payment ("Consideration Shares").

• Lock-up & Governance: Consideration Shares are subject to a staggered lock-up for up to 36 months and a voting agreement favoring current MDCX management.

• Earn-out: Antev shareholders may receive up to US$65 million in additional contingent consideration tied to future FDA Phase 2 and NDA milestones.

• Closing timeline: Targeted before end-August 2025, pending Antev shareholder, regulatory and other customary approvals; no guarantee of completion.

• Registration statement context: The prospectus supplement registers up to 3.71 million MDCX shares and incorporates the accompanying Form 8-K detailing the Antev deal.

• Market data: MDCX last traded at $2.90 on 27 June 2025; the company qualifies as an emerging growth company with scaled disclosure.

Investment view: The transaction broadens Medicus’s pipeline and aligns payment with clinical success, but introduces ~17% dilution and execution risk on an early-stage asset.

Medicus Pharma Ltd. (NASDAQ: MDCX) has filed Offering Circular Supplement No. 8 under Rule 253(g)(2), updating its April 10, 2025 Offering Circular. The filing attaches the company’s June 30, 2025 Current Report, which discloses a definitive agreement to acquire Antev Ltd., a clinical-stage biotech developing the GnRH antagonist Teverelix for prostate-related indications.

Transaction terms: Medicus will issue 2,666,600 new common shares (≈ 17 % of pro-forma shares outstanding) to Antev securityholders. Shares will be subject to a 36-month staggered lock-up and voting proxy in favour of Medicus management. Antev holders may receive up to US$65 million in milestone payments tied to future FDA Phase 2 and NDA approvals. Closing is targeted before end-August 2025, pending shareholder and regulatory consents.

Capital structure context: The company already has 1,490,000 common shares reserved for warrant exercises (strike $4.64, expiry Nov 15 2029). As of June 27 shares traded at $2.90 and public warrants at $0.95. The filing reiterates Medicus’ “emerging growth company” status and directs investors to existing risk disclosures.

Strategic rationale: The acquisition adds a late-preclinical/early-clinical asset targeting sizable prostate-cancer and BPH markets. Management highlights potential first-in-class positioning and cardiovascular safety advantages. However, the deal entails immediate dilution and substantial contingent consideration, and its completion is uncertain.

Collective Audience Inc. ("CAUD") has filed a Preliminary Proxy Statement (Form PREM14A) seeking stockholder approval for a transformative divestiture. The Company proposes to sell 100% of The Odyssey S.A.S. (dba “BeOp”) and its 51% interest in DSL Digital LLC to NYIAX Marketing and Advertising Solutions, Inc., a wholly-owned subsidiary of NYIAX, Inc. Gregg Greenberg, the remaining 49% owner of DSL, will concurrently sell his interest. The transaction (the “Subsidiary Sale”) constitutes the disposition of substantially all of CAUD’s operating assets other than the DLQ business unit.

Consideration structure. NYIAX will issue shares equal to 49% of its fully-diluted common stock post-closing (“Consideration Shares”). Allocation:

• CAUD – 71.63% of Consideration Shares (35.1% of NYIAX on a fully-diluted basis)
• Gregg Greenberg – 18.37% (9% of NYIAX fully-diluted)
• 10% escrowed as Holdback Shares for indemnification.

Key proposals and vote requirements. Stockholders will vote on (1) approval of the Subsidiary Sale and (2) authority to adjourn the meeting to solicit additional proxies if necessary. Proposal 1 requires affirmative votes from a majority of all outstanding CAUD common shares; abstentions, failures to vote, and broker non-votes count as “AGAINST.” Proposal 2 requires a majority of votes cast.

Strategic rationale. The Board cites persistent operating losses, limited access to capital, overlapping technology with NYIAX, and the opportunity to relieve CAUD of BeOp and DSL liabilities while retaining upside through an equity stake in NYIAX. The Board unanimously recommends voting “FOR” both proposals.

Principal terms and conditions. Closing is targeted for Q3 2025, subject to extensive mutual representations, regulatory and third-party consents, no material adverse changes, and satisfactory completion of due diligence. The agreement contains a strict no-solicitation clause and provides customary termination rights, including a July 31 2025 outside date. A two-year survival period applies to most reps & warranties; indemnity claims are capped by the 10% share holdback.

Risks highlighted. • Uncertainty in valuing illiquid NYIAX stock. • No immediate cash inflow to fund residual DLQ operations. • Lock-up limits liquidity. • Failure to obtain stockholder approval or satisfy closing conditions terminates the deal, potentially harming CAUD’s financial position. • CAUD forfeits future upside from BeOp and DSL beyond its indirect NYIAX stake.

Medicus Pharma Ltd. (NASDAQ: MDCX) has entered into a definitive share-exchange agreement to acquire 100% of privately held Antev Limited. The transaction, signed 29 June 2025 and disclosed via Form 8-K, will be executed through the issuance of 2,666,600 new Medicus common shares, representing roughly 17% of Medicus’ post-deal outstanding equity ("Consideration Shares"). The shares will carry resale restrictions, a staggered lock-up schedule and a 36-month voting agreement in favour of current Medicus management, limiting immediate market float impact.
In addition, Antev securityholders may earn up to US$65 million in contingent consideration tied to the achievement of U.S. FDA Phase 2 and New Drug Application milestones for Teverelix, Antev’s lead GnRH antagonist targeting high-risk prostate-cancer and acute urinary-retention markets. No cash is payable at closing, preserving Medicus’ balance-sheet liquidity.

The deal is expected to close before the end of August 2025, subject to customary shareholder, regulatory and third-party approvals. The company cautions that closing is not assured. Antev broadens Medicus’ pipeline into men’s-health therapeutics; Teverelix is positioned as a potential first-in-class therapy for cardiovascular high-risk prostate-cancer patients. Full terms, lock-up mechanics and registration-rights details are contained in the Share Exchange Agreement (Exhibit 2.1).

Investors should weigh the strategic upside of adding a late-clinical asset against 17% equity dilution, regulatory risk and up to US$65 million in future earn-outs. No immediate revenue, earnings or cash-flow figures for Antev were disclosed, leaving the transaction’s financial accretion unknown.

Medicus Pharma has filed a 253G2 offering circular supplement announcing key executive changes and warrant details. The company is offering 1,490,000 common shares issuable upon warrant exercise, with Public Warrants having an exercise price of $4.64 and expiration date of November 15, 2029.

Key highlights:

• Appointed Andrew Smith (57) as Chief Operating Officer, effective June 30, 2025
• Smith brings 30+ years experience in asset management and financial operations
• Employment package includes $325,000 annual base salary and 100,000 stock options at $2.60 strike price, vesting quarterly over 5 years
• Trading on Nasdaq Capital Market under symbols MDCX (shares) and MDCXW (warrants)
• Last reported share price: $2.49; warrant price: $0.80 (as of June 20, 2025)

The company maintains emerging growth company status, qualifying for reduced public company disclosure requirements.

Medicus Pharma announced the appointment of Andrew Smith (57) as Chief Operating Officer, effective June 30, 2025. The company filed a prospectus supplement regarding up to 3,710,000 common shares trading on Nasdaq under symbol MDCX at a last reported price of $2.49 on June 20, 2025.

Key details of Smith's appointment:

• Brings 30+ years of experience in asset management and financial operations
• Annual base salary: $325,000
• Stock option grant: 100,000 shares at $2.60 strike price, vesting quarterly over 5 years
• Previous roles include CEO of SR Asset Management and senior positions at Aberdeen Asset Management
• Holds Executive MBA from INSEAD and HND in Accounting from Glasgow College of Commerce

The company is classified as an emerging growth company, eligible for reduced public company disclosure requirements. The filing includes standard risk disclaimers and confirms no reportable related-party transactions with Smith.

Medicus Pharma announced the appointment of Andrew Smith (57) as Chief Operating Officer, effective June 30, 2025. The filing details a prospectus supplement covering 2,260,000 common shares issuable upon warrant exercise at $4.64 per share, expiring November 15, 2029.

Key appointment details:

• Annual base salary: $325,000
• Stock option grant: 100,000 shares at $2.60 strike price, vesting quarterly over 5 years
• Extensive experience: Over 30 years in asset management and financial operations
• Previous roles: CEO of SR Asset Management, COO at Aberdeen Asset Management

Trading information: As of June 20, 2025, MDCX shares traded at $2.49 and warrants (MDCXW) at $0.80 on Nasdaq Capital Market. The company is classified as an emerging growth company under SEC rules.