Medicus Pharma enters SEPA, intends to voluntarily delist from TSX

Medicus Pharma (MDCX) has entered into a Standby Equity Purchase Agreement with YA II PN, an investment fund managed by Yorkville Advisors Global. Pursuant to the SEPA, the Company has the option, at its sole discretion, to sell up to $15,000,000 of the Company’s common shares to the Investor at any time during the 36-months following the date of the SEPA. The Investor’s obligation to purchase Shares is subject to a number of conditions, including that the Company file a registration statement with the Securities and Exchange Commission registering the resale of the Shares issuable thereunder, and that the registration statement is declared effective by the SEC. The total number of Shares issuable under the terms of the SEPA is limited to a number equivalent to 19.99% of the outstanding Shares as of the date of the SEPA unless certain pricing conditions are met, which could have the effect of limiting the total proceeds made available to the Company under the SEPA. The issuance of Shares under the SEPA is subject to further limitations, including that the Shares beneficially owned by the Investor and its affiliates at any one time will not exceed 4.99% of the then-outstanding Shares. Shares issued and sold to the Investor under the SEPA will be priced at 97% of the Market Price of the Shares during a specified three-day pricing period. The Company reserves the right to set a minimum acceptable price for the Share issuances. The Company also announced that the Company’s board of directors has approved the voluntary delisting of the Shares from the TSX Venture Exchange. The Company has submitted an application to the TSXV to complete such Delisting in due course. Following review of the Company’s application, the Delisting will be subject to the approval of the TSXV and the satisfaction of all necessary conditions. The Shares will continue to be listed on The Nasdaq Capital Market under the symbol “MDCX” and shareholders will be able to continue to trade their Shares through Nasdaq. Trading on Nasdaq represents the large majority of the Company’s trading volume. Given the low trading volume on the TSXV, the Company has determined, after due consideration, that maintaining the TSXV listing does not form part of the Company’s go-forward capital markets strategy. The Company is not required to seek shareholder approval for the Delisting since an alternative market for the Shares exists on Nasdaq.